Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-37616

THE RMR GROUP INC.

(Exact Name of Registrant as Specified in Its Charter)


Maryland			47-4122583
(State of Organization)			(IRS Employer Identification No.)

Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code 617-796-8230

Securities registered pursuant to Section 12(b) of the Act:

Title Of Each Class

Trading Symbol

Name Of Each Exchange On Which Registered

Class A common stock, $0.001 par value per share

RMR

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided in Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of February 5, 2024, there were 15,708,723 shares of Class A common stock, par value $0.001 per share, 1,000,000 shares of Class B-1 common stock, par value $0.001 per share, and 15,000,000 shares of Class B-2 common stock, par value $0.001 per share outstanding.

Table of Contents

THE RMR GROUP INC.

FORM 10-Q

December 31, 2023

Table of Contents


		Page
PART I.	Financial Information

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets — December 31, 2023 and September 30, 2023	3

	Condensed Consolidated Statements of Income — Three Months Ended December 31, 2023 and 2022	4

	Condensed Consolidated Statements of Shareholders’ Equity — Three Months Ended December 31, 2023 and 2022	5

	Condensed Consolidated Statements of Cash Flows — Three Months Ended December 31, 2023 and 2022	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	30

	Warning Concerning Forward-Looking Statements	30

PART II.	Other Information

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 6.	Exhibits	32

	Signatures	33

Table of Contents

PART I. Financial Information

Item 1. Financial Statements

The RMR Group Inc.

Condensed Consolidated Balance Sheets

(dollars in thousands, except per share amounts)

(unaudited)


	December 31,		September 30,
	2023		2023
Assets

Cash and cash equivalents	$	202,428	$	267,989
Due from related parties	114,006		111,323
Prepaid and other current assets	9,271		6,997
Total current assets	325,705		386,309



Property and equipment, net of accumulated depreciation of $3,112 and $3,212, respectively	14,728		5,446
Due from related parties, net of current portion	8,987		7,261


Equity method investments	22,102		18,651

Goodwill	71,620		1,859
Intangible assets, net of accumulated amortization of $1,113 and $983, respectively	21,356		167

Operating lease right of use assets	30,464		29,032
Deferred tax asset	17,356		18,220
Other assets, net of accumulated amortization of $80,678 and $78,324, respectively	113,125		115,479
Total assets	$	625,443	$	582,424

Liabilities and Equity

Reimbursable accounts payable and accrued expenses	$	77,709	$	77,924



Accounts payable and accrued expenses	42,494		22,578
Operating lease liabilities	5,875		5,068
Total current liabilities	126,078		105,570


Operating lease liabilities, net of current portion	25,580		25,044
Amounts due pursuant to tax receivable agreement, net of current portion	20,886		20,886


Other liabilities	23,534		7,261
Mortgage note payable	4,730		—
Total liabilities	200,808		158,761

Commitments and contingencies

Equity:
Class A common stock, $0.001 par value; 31,950,000 shares authorized; 15,710,555 and 15,712,007 shares issued and outstanding, respectively	16		16
Class B-1 common stock, $0.001 par value; 1,000,000 shares authorized, issued and outstanding	1		1
Class B-2 common stock, $0.001 par value; 15,000,000 shares authorized, issued and outstanding	15		15
Additional paid in capital	116,598		116,010
Retained earnings	420,093		413,096

Cumulative common distributions	(295,756)		(289,072)
Total shareholders’ equity	240,967		240,066
Noncontrolling interest in The RMR Group LLC	183,226		183,597
Noncontrolling interest in consolidated entity	442		—
Total noncontrolling interests	183,668		183,597
Total equity	424,635		423,663
Total liabilities and equity	$	625,443	$	582,424

See accompanying notes.

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The RMR Group Inc.

Condensed Consolidated Statements of Income

(amounts in thousands, except per share amounts)

(unaudited)


	Three Months Ended
	December 31,
	2023		2022
Revenues:
Management services	$	45,094	$	48,548

Incentive fees	299		—
Advisory services	1,125		1,091
Total management, incentive and advisory services revenues	46,518		49,639
Reimbursable compensation and benefits	16,828		14,323
Reimbursable equity based compensation	2,327		2,289
Other reimbursable expenses	195,998		184,489
Total reimbursable costs	215,153		201,101

Total revenues	261,671		250,740
Expenses:
Compensation and benefits	34,772		33,264
Equity based compensation	2,829		2,850
Separation costs	3,544		438
Total compensation and benefits expense	41,145		36,552
General and administrative	9,511		9,163
Other reimbursable expenses	195,998		184,489
Transaction and acquisition related costs	3,987		—
Depreciation and amortization	423		268
Total expenses	251,064		230,472
Operating income	10,607		20,268

Interest income	3,508		1,770



Gain (loss) on equity method investments	4,049		(5,314)
Income before income tax expense	18,164		16,724
Income tax expense	(2,638)		(2,484)
Net income	15,526		14,240

Net income attributable to noncontrolling interest in The RMR Group LLC	(8,531)		(7,903)
Net loss attributable to noncontrolling interest in consolidated entity	2		—
Net income attributable to The RMR Group Inc.	$	6,997	$	6,337

Weighted average common shares outstanding - basic	16,508		16,404
Weighted average common shares outstanding - diluted	31,512		31,413

Net income attributable to The RMR Group Inc. per common share - basic	$	0.42	$	0.38
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.41	$	0.37

Substantially all revenues are earned from related parties. See accompanying notes.

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The RMR Group Inc.

Condensed Consolidated Statements of Shareholders’ Equity

(dollars in thousands)

(unaudited)


															Noncontrolling Interests in:
	Class A Common Stock		Class B-1 Common Stock		Class B-2 Common Stock		Additional Paid In Capital		Retained Earnings		Cumulative Common Distributions		Total Shareholders' Equity		The RMR Group LLC		Consolidated Entity		Total Equity
Balance at September 30, 2023	$	16	$	1	$	15	$	116,010	$	413,096	$	(289,072)	$	240,066	$	183,597	$	—	$	423,663

Share awards, net	—		—		—		588		—		—		588		—		—		588
Net income	—		—		—		—		6,997		—		6,997		8,531		(2)		15,526

Tax distributions to member	—		—		—		—		—		—		—		(4,102)		—		(4,102)
Common share distributions	—		—		—		—		—		(6,684)		(6,684)		(4,800)		—		(11,484)
Acquisition of MPC Partnership Holdings LLC	—		—		—		—		—		—		—		—		444		444
Balance at December 31, 2023	$	16	$	1	$	15	$	116,598	$	420,093	$	(295,756)	$	240,967	$	183,226	$	442	$	424,635



Balance at September 30, 2022	$	16	$	1	$	15	$	113,136	$	355,949	$	(262,496)	$	206,621	$	163,118	$	—	$	369,739
Share awards, net	—		—		—		594		—		—		594		—		—		594
Net income	—		—		—		—		6,337		—		6,337		7,903		—		14,240

Tax distributions to member	—		—		—		—		—		—		—		(3,839)		—		(3,839)
Common share distributions	—		—		—		—		—		(6,642)		(6,642)		(4,800)		—		(11,442)

Balance at December 31, 2022	$	16	$	1	$	15	$	113,730	$	362,286	$	(269,138)	$	206,910	$	162,382	$	—	$	369,292

See accompanying notes.

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The RMR Group Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)


	Three Months Ended December 31,
	2023		2022
Cash Flows from Operating Activities:
Net income	$	15,526	$	14,240
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	423		268
Straight line office rent	(89)		(100)
Amortization expense related to other assets	2,354		2,354
Provision (benefit) for deferred income taxes	864		(440)
Operating expenses paid in The RMR Group Inc. common shares	600		619


Distributions from investments	598		427
(Gain) loss on equity method investments	(4,049)		5,314

Changes in assets and liabilities:
Due from related parties	4,491		(11,856)

Prepaid and other current assets	(901)		(378)
Reimbursable accounts payable and accrued expenses	(215)		6,992
Accounts payable and accrued expenses	10,329		10,660
Net cash from operating activities	29,931		28,100

Cash Flows from Investing Activities:
Acquisition of MPC Partnership Holdings LLC, net of cash acquired	(78,771)		—
Purchase of property and equipment	(1,123)		(917)



Net cash used in investing activities	(79,894)		(917)

Cash Flows from Financing Activities:
Distributions to noncontrolling interests	(8,902)		(8,639)
Distributions to common shareholders	(6,684)		(6,642)
Repurchase of common shares	(12)		(25)



Net cash used in financing activities	(15,598)		(15,306)


(Decrease) increase in cash and cash equivalents	(65,561)		11,877
Cash and cash equivalents at beginning of period	267,989		189,088
Cash and cash equivalents at end of period	$	202,428	$	200,965

Supplemental Disclosures:
Income taxes paid	$	220	$	—




Non-cash investing and financing activities:
Recognition of right of use assets and related lease liabilities	$	2,652	$	2,769

Recognition of earnout liability	$	14,547	$	—
Write-off of fully depreciated property and equipment	$	393	$	227
Assumption of mortgage note payable	$	5,429	$	—

See accompanying notes.

The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Note 1. Organization

The RMR Group Inc., or RMR Inc., is a holding company and substantially all of its business is conducted by its majority owned subsidiary, The RMR Group LLC, or RMR LLC. RMR Inc. is a Maryland corporation and RMR LLC is a Maryland limited liability company. RMR Inc. serves as the sole managing member of RMR LLC and, in that capacity, operates and controls the business and affairs of RMR LLC. In these condensed consolidated financial statements, unless otherwise indicated, “we”, “us” and “our” refer to RMR Inc. and its direct and indirect subsidiaries, including RMR LLC.

As of December 31, 2023, RMR Inc. owned 15,710,555 class A membership units of RMR LLC, or Class A Units, and 1,000,000 class B membership units of RMR LLC, or Class B Units. The aggregate RMR LLC membership units RMR Inc. owns represented 52.7% of the economic interest of RMR LLC as of December 31, 2023. We refer to economic interest as the right of a holder of a Class A Unit or Class B Unit to share in distributions made by RMR LLC and, upon liquidation, dissolution or winding up of RMR LLC, to share in the assets of RMR LLC after payments to creditors. A wholly owned subsidiary of ABP Trust, a Maryland statutory trust, owns 15,000,000 redeemable Class A Units, representing 47.3% of the economic interest of RMR LLC as of December 31, 2023, which is presented as noncontrolling interest in The RMR Group LLC within the condensed consolidated financial statements. Adam D. Portnoy, the Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee of ABP Trust, and owns all of ABP Trust’s voting securities.

RMR LLC provides management services to four publicly traded equity real estate investment trusts, or REITs: Diversified Healthcare Trust, or DHC, which owns medical office and life science properties, senior living communities and other healthcare related properties; Industrial Logistics Properties Trust, or ILPT, which owns and leases industrial and logistics properties; Office Properties Income Trust, or OPI, which owns and leases office properties primarily to single tenants and those with high credit quality characteristics; and Service Properties Trust, or SVC, which owns a diverse portfolio of hotels and service-focused retail net lease properties. DHC, ILPT, OPI and SVC are collectively referred to as the Managed Equity REITs.

RMR LLC’s wholly owned subsidiary, Tremont Realty Capital LLC, or Tremont, an investment adviser registered with the Securities and Exchange Commission, or SEC, provides advisory services for Seven Hills Realty Trust, or SEVN. SEVN is a publicly traded mortgage REIT that focuses on originating and investing in first mortgage loans secured by middle market and transitional commercial real estate. Tremont may also act as a transaction broker for non-investment advisory clients for negotiated fees, which we refer to as the Tremont business.

RMR LLC also provided management services to TravelCenters of America Inc., or TA, until it was acquired by BP Products North America Inc., or BP, on May 15, 2023. TA, a publicly traded operating company until the time BP acquired it, operates and franchises travel centers primarily along the United States, or U.S., interstate highway system, many of which are owned by SVC, and standalone truck service facilities. The Managed Equity REITs, SEVN, and until May 15, 2023, TA, are collectively referred to as the Perpetual Capital clients.

RMR LLC provides management services to AlerisLife Inc., or AlerisLife, an operator of senior living communities, many of which are owned by DHC, and Sonesta International Hotels Corporation, or Sonesta, a privately owned franchisor and operator of hotels, resorts and cruise ships in the United States, Latin America, the Caribbean and the Middle East, and many of the U.S. hotels that Sonesta operates are owned by SVC.

On December 19, 2023, or the Acquisition Date, RMR LLC acquired MPC Partnership Holdings LLC, or MPC, including MPC’s management agreements, or the Acquisition. In connection with the Acquisition, RMR LLC started providing management services through MPC and its subsidiaries to multiple private funds and the underlying residential real estate assets of the funds. The residential real estate we manage through MPC and its subsidiaries are presented as RMR Residential in these condensed consolidated financial statements. For additional information regarding the Acquisition, see Note 3, Acquisition of MPC Partnership Holdings LLC.

In addition, RMR LLC provides management services to other private capital vehicles including ABP Trust and other private entities that own commercial real estate, of which certain of our Managed Equity REITs own minority equity interests. These other private clients, along with AlerisLife, Sonesta and clients of RMR Residential are collectively referred to as the Private Capital clients.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Note 2. Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, or our 2023 Annual Report. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

We report our results in a single reportable segment, which reflects how our chief operating decision maker, or the CODM, allocates resources and evaluates our financial results. Preparation of these financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that may affect the amounts reported in these condensed consolidated financial statements and related notes. Significant estimates in the accompanying condensed consolidated financial statements include purchase price allocations, useful lives of intangibles and the fair value of certain assets and liabilities. The actual results could differ from these estimates.

Recent Accounting Pronouncements

Segments. On November 27, 2023, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Codification, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU No. 2023-07, which requires public entities to: i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting, or ASC 280, in interim periods; and iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. Public entities with a single reportable segment must apply all the disclosure requirements of ASU No. 2023-07, as well as all the existing segment disclosures under ASC 280. The amendments in ASU No. 2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU No. 2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact ASU No. 2023-07 will have on our consolidated financial statements and disclosures.

Income Taxes. On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU No. 2023-09, which requires public entities to enhance its annual income tax disclosures by requiring: i) consistent categories and greater disaggregation of information in the rate reconciliation, and ii) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our consolidated financial statements and disclosures.

Note 3. Acquisition of MPC Partnership Holdings LLC

On the Acquisition Date, RMR LLC acquired all of the issued and outstanding equity interests of MPC, excluding certain assets (including co-investment interests of legacy investment funds managed by MPC and the rights to future distributions and income allocations in respect of such interests) and liabilities (including liabilities related to such excluded assets), for $80,000 in cash, subject to customary adjustments for cash, debt, transaction expenses and working capital at closing, which are expected to be finalized during this fiscal year, plus up to an additional $20,000 subject to the deployment of remaining capital commitments in investment funds managed by MPC prior to the end of such funds’ investment period, or the Earnout. As part of the purchase price, we agreed to pay certain employees of MPC an aggregate amount of $4,200 for their continued employment through December 31, 2025, or the Retention Payments. The Retention Payments are recognized as transaction and acquisition related costs and are forfeitable upon termination of employment prior to the end of the service period.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

The Earnout represents contingent consideration of the Acquisition. The fair value of the Earnout was determined using a Monte Carlo simulation model based on significant unobservable inputs (Level 3), including management’s estimates of the deployment of capital remaining in investment funds managed by MPC, adjusted for historical volatility of similar transactions, and a discount rate based on credit ratings of companies similar to RMR LLC. For additional information, see Note 7, Fair Value of Financial Instruments.

The following table summarizes the consideration transferred as of the Acquisition Date and excludes transaction costs:


Cash consideration paid by RMR LLC	$	84,474
Earnout	14,547
Total consideration	$	99,021

The Acquisition was accounted for as a business combination under the FASB ASC Topic 805, Business Combinations. The purchase price has been allocated to the assets acquired and liabilities assumed based on estimates of fair values as of the Acquisition Date. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the Acquisition Date.

Goodwill of $69,762 has been recognized based on the amount that the purchase price exceeds the fair value of the net identifiable assets acquired less the amounts attributable to noncontrolling interests in consolidated entity. Goodwill is expected to be deductible for income tax purposes and is primarily attributable to the workforce of the acquired business and synergies that can be achieved subsequent to the Acquisition.

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Acquisition Date:


Assets acquired:
Cash and cash equivalents	$	5,703

Real estate	8,460
Due from related parties	6,788
Prepaid and other current assets	1,373
Intangible assets:
Property management and investment management agreements	13,694
Trade name	5,047
Investor relationships	1,874
Acquired leases	703
Total intangible assets	21,318

Total assets acquired	43,642
Liabilities assumed:
Mortgage note payable	4,726


Other liabilities	9,213
Total liabilities	13,939
Net identifiable assets acquired	29,703
Noncontrolling interests in consolidated entity	(444)
Goodwill	69,762
Total consideration	$	99,021

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Real estate, acquired leases and mortgage note payable

We acquired a 90.0% economic ownership interest in 260 Woodstock Investor, LLC, a mixed-use apartment complex with 23 residential units and 8,620 square feet of fully occupied retail space located in Woodstock, GA, or the Woodstock Property. The allocation of the fair value of the Woodstock Property and related acquired leases as of the Acquisition Date is as follows:


Land	$	1,400
Building and improvements	7,060
Acquired leases	703
Total real estate and acquired leases	$	9,163

We determined the fair value of the Woodstock Property and related acquired leases using Level 3 inputs and standard industry valuation methods, including discounted cash flow analyses and sales comparisons. Building and improvements had a remaining useful life of 25 years and the weighted average amortization period for acquired leases was 2.9 years as of the Acquisition Date.

A mortgage note payable with a fair value of $4,726 and an aggregate principal amount outstanding of $5,429 is secured by the Woodstock Property, bears interest at a fixed rate of 3.71% per annum and matures in August 2029. Interest only payments are due on a monthly basis until September 2025, at which time payments of principal and interest are due monthly until the loan matures in August 2029. We determined the fair value of the mortgage note payable by discounting the expected cash flows at a rate comparable with interest rates for similar debt as of the Acquisition Date (Level 3 inputs). Principal payments due during the next five fiscal years are: $0 in 2024, $8 in 2025, $98 in 2026, $102 in 2027 $5,221 in 2028 and thereafter.

The Woodstock Property is consolidated in these condensed consolidated financial statements. The Woodstock Property is included in property and equipment, net, and the related acquired leases are included in goodwill and intangibles assets, net of amortization, in our condensed consolidated balance sheets. The Acquisition Date fair value of the noncontrolling interest in the Woodstock Property (10% ownership we did not acquire) of $444 is reflected in noncontrolling interests in consolidated entity in our condensed consolidated balance sheets.

Property management and investment management agreements

As of the Acquisition Date, MPC managed 66 properties, including 14 in which MPC did not have an economic ownership interest in, or the Third Party Managed Properties, through its property management agreements and managed four funds through its investment management agreements. The property management agreements may be terminated upon written notice and generally provide for property management fees ranging from 2.5% to 3.5% of gross collected rents, construction management fees of 5.0% of construction costs and reimbursement of costs incurred to manage the properties. The investment management agreements generally provide for fees that are based on the lesser of a percentage of invested capital and a fixed fee ranging from $100 to $200 annually. The weighted average remaining useful life of these agreements was 5.6 years.

Trade name

MPC operates many of its residential properties under the trade name ARIUM. We concluded this asset has an indefinite life.

Investor relationships

MPC has relationships with institutional investors that have invested in, and may continue to invest in, the funds managed by MPC. The weighted average remaining useful life of these relationships was 5.0 years.

Managed funds

As of the Acquisition Date and pursuant to the Equity Purchase Agreement, dated as of July 29, 2023, by and among RMR LLC, MPC, and the sellers and seller owners set forth therein, we manage four funds that invest in residential real estate. Three of the four funds have no unfunded capital commitments remaining. As of the Acquisition Date, CARROLL Multifamily Venture VII, LP, or Fund VII, had $208,026 in unfunded capital commitments remaining from total capital commitments of $342,825. In the future, we will be eligible to participate in distributions and profits interests on investments from capital commitments we provide to Fund VII, or Investment Interest; however, we had no Investment Interest in Fund VII as of the

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Acquisition Date, and as of the Acquisition Date, we had no obligations nor rights to any distributions or profits interests from investments of capital contributed on or prior to the Acquisition Date.

As of December 31, 2023, we have not contributed any capital to Fund VII or any of the other funds we manage. Accordingly, the results of such funds are not reflected in our condensed consolidated financial statements.

Pro Forma Financial Information

Unaudited pro forma financial information for the three months ended December 31, 2023 and 2022 is presented below. Pro forma financial information presented does not include adjustments related to the Earnout or to reflect any potential synergies that may be achievable in connection with the Acquisition. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of future operations or results had the Acquisition been completed as of October 1, 2022.


	Three Months Ended December 31,
	2023		2022
Total revenues	$	273,289	$	269,069
Net income	9,998		11,804
Net income attributable to The RMR Group Inc.	4,514		7,249

The amounts above reflect certain pro forma adjustments that were directly attributable to the Acquisition as follows:

•adjustments to eliminate the revenues and expenses attributable to certain assets and liabilities of MPC excluded from the Acquisition, including co-investment interests of investment funds owned by MPC and the rights to future distributions and income allocations of those co-investment interests, and the liabilities related to such assets;

•adjustments to amortize the intangible assets recognized as a result of the Acquisition;

•adjustments to the historical depreciation of MPC’s property and equipment to reflect the depreciation resulting from the fair value measurement of such property and equipment;

•adjustments to interest expense resulting from the fair value measurement of the mortgage note payable; and

•adjustments to reflect the related transaction costs of $3,852 as if they had occurred as of October 1, 2022.

Note 4. Revenue Recognition

Revenues from services we provide are recognized as earned over time as the services provided represent performance obligations that are satisfied over time.

Management Agreements with the Managed Equity REITs

We are party to a business management and a property management agreement with each Managed Equity REIT. The following is a summary of the fees we earn pursuant to our business management agreements with the Managed Equity REITs. For a summary of the fees we earn pursuant to our property management agreements with the Managed Equity REITs, see Property Management Agreements, below.

Base Business Management Fees — We earn annual base business management fees from the Managed Equity REITs by providing continuous services pursuant to business management agreements equal to the lesser of:

•the sum of (a) 0.5% of the historical cost of transferred real estate assets, if any, as defined in the applicable business management agreement, plus (b) 0.7% of the average invested capital (exclusive of the transferred real estate assets), as defined in the applicable business management agreement, up to $250,000, plus (c) 0.5% of the average invested capital exceeding $250,000; and

•the sum of (a) 0.7% of the average market capitalization, as defined in the applicable business management agreement, up to $250,000, plus (b) 0.5% of the average market capitalization exceeding $250,000.

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(dollars in thousands, except per share amounts)

The foregoing base business management fees are paid in cash monthly in arrears.

We earned aggregate base business management fees from the Managed Equity REITs of $21,550 and $21,373 for the three months ended December 31, 2023 and 2022, respectively.

Incentive Business Management Fees — We also may earn annual incentive business management fees from the Managed Equity REITs under the business management agreements. The incentive business management fees, which are payable in cash, are contingent performance based fees recognized only when earned at the end of each respective measurement period. Incentive business management fees are excluded from the transaction price until it becomes probable that there will not be a significant reversal of cumulative revenue recognized.

The incentive business management fees are calculated for each Managed Equity REIT as 12.0% of the product of (a) the equity market capitalization of the Managed Equity REIT, as defined in the applicable business management agreement, on the last trading day of the year immediately prior to the relevant measurement period and (b) the amount, expressed as a percentage, by which the Managed Equity REIT’s total return per share, as defined in the applicable business management agreement, exceeded the applicable benchmark total return per share, as defined in the applicable business management agreement, of a specified REIT index identified in the applicable business management agreement for the measurement period, as adjusted for net share issuances during the period and subject to caps on the values of the incentive fees. The measurement period for the annual incentive business management fees is defined as the three year period ending on December 31 of the year for which such fee is being calculated.

We did not earn incentive business management fees from the Managed Equity REITs for calendar years 2023 or 2022.

Other Management Agreements

We earn management fees by providing continuous services pursuant to the management agreements with ABP Trust regarding AlerisLife; with Sonesta and until May 15, 2023, with TA; equal to 0.6% of: (i) in the case of AlerisLife, AlerisLife’s revenues from all sources reportable under GAAP, less any revenues reportable by AlerisLife with respect to properties for which it provides management services, plus the gross revenues at those properties determined in accordance with GAAP; (ii) in the case of Sonesta, Sonesta’s revenues from all sources reportable under GAAP, less any revenues reportable by Sonesta with respect to hotels for which it provides management services, plus the gross revenues at those hotels determined in accordance with GAAP; and (iii) in the case of TA, the sum of TA’s gross fuel margin, as defined in the applicable agreement, plus TA’s total nonfuel revenues. These management fees are estimated and payable in cash monthly in advance.

We also earn management fees from certain other Private Capital clients based on a percentage of average invested capital, as defined in the applicable management agreements. These management fees are payable in cash monthly in arrears.

We earned aggregate base business management fees from TA and the Private Capital clients of $6,682 and $10,578 for the three months ended December 31, 2023 and 2022, respectively.

Property Management Agreements

We earn property management fees by providing continuous services pursuant to property management agreements with the Managed Equity REITs, SEVN, RMR Residential and certain Private Capital clients. We generally earn fees under these agreements between 2.5% to 3.5% of gross collected rents. Also, under the terms of the property management agreements, we receive additional fees for construction supervision services up to 5.0% of the cost of such construction. In addition, we earn fees under our RMR Residential property management agreements for providing certain marketing, information technology and other management services, as defined in the applicable management agreements, which are included in management services revenue in our condensed consolidated financial statements. These management fees are payable in cash monthly in arrears.

For the three months ended December 31, 2023 and 2022, we earned aggregate property management fees of $16,862 and $16,597, respectively, including construction supervision fees of $5,271 and $5,686, respectively.

Management Agreements with Advisory Clients

Tremont is primarily compensated pursuant to its management agreement with SEVN at an annual rate of 1.5% of equity, as defined in the applicable agreement. Tremont may also earn an incentive fee under its management agreement with SEVN equal to the difference between: (a) the product of (i) 20% and (ii) the difference between (A) core earnings, as defined in the

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(dollars in thousands, except per share amounts)

agreement, for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (B) the product of (1) equity in the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (2) 7% per year and (b) the sum of any incentive fees paid to Tremont with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). No incentive fee shall be payable with respect to any calendar quarter unless core earnings for the 12 most recently completed calendar quarters in the aggregate is greater than zero. The incentive fee may not be less than zero. Tremont earned incentive fees from SEVN of $299 for the three months ended December 31, 2023. Tremont did not earn incentive fees from SEVN for the three months ended December 31, 2022.

We earned advisory services revenue of $1,125 and $1,091 for the three months ended December 31, 2023 and 2022, respectively.

Reimbursable Costs

We determined we control the services provided by third parties for certain of our clients and therefore account for the cost of these services and the related reimbursement revenue on a gross basis.

Reimbursable Compensation and Benefits — Reimbursable compensation and benefits include reimbursements, at cost, that arise primarily from services our employees provide pursuant to our property management agreements at the properties of our clients. A significant portion of these compensation and benefits are charged or passed through to and paid by tenants of our clients. We recognize the revenue for reimbursements when we incur the related reimbursable compensation and benefits expense on behalf of our clients.

Reimbursable Equity Based Compensation — Reimbursable equity based compensation includes awards of common shares by our clients directly to certain of our officers and employees in connection with the provision of management services to those clients. The revenue in respect of each award is based on the fair value as of the award date for those shares that have vested, with subsequent changes in the fair value of the unvested awards being recognized in our condensed consolidated statements of income over the requisite service periods. We record an equal, offsetting amount as equity based compensation expense for the value of these awards.

Other Reimbursable Expenses — Other reimbursable expenses include reimbursements that arise from services we provide pursuant to our property management agreements, which include third party costs related to matters such as maintenance and repairs, development costs, security and cleaning services, a significant portion of which are charged or passed through to and paid by tenants of our clients.

Note 5. Equity Method Investments

Seven Hills Realty Trust

As of December 31, 2023, Tremont owned 1,708,058, or approximately 11.5%, of SEVN’s outstanding common shares. We account for our investment in SEVN using the equity method of accounting because we are deemed to exert significant influence, but not control, over SEVN’s most significant activities. We elected the fair value option to account for our equity method investment in SEVN and determine fair value using the closing price of SEVN’s common shares as of the end of the period, which is a Level 1 fair value input. The aggregate market value of our investment in SEVN as of December 31, 2023 and September 30, 2023, based on quoted market prices, was $22,102 and $18,651, respectively. The unrealized gain in our condensed consolidated statements of income related to our investment in SEVN was $4,049 and $376 for the three months ended December 31, 2023 and 2022, respectively. We received distributions from SEVN of $598 and $427 for the three months ended December 31, 2023 and 2022, respectively.

TravelCenters of America Inc.

Until BP acquired TA on May 15, 2023, we owned 621,853, or approximately 4.1%, of TA’s outstanding common shares, that had a cost of $13,701. We previously accounted for our investment in TA using the equity method of accounting because we were deemed to exert significant influence, but not control, over TA’s most significant activities. Under the fair value option, we determined fair value using the closing price of TA’s common shares as of the end of the period, which was a Level 1 fair value input, and recorded changes in fair value in earnings in our condensed consolidated statements of income. We

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

recorded a loss in our consolidated statements of income related to our investment in TA of $5,690 for the three months ended December 31, 2022.

Note 6. Income Taxes

We are the sole managing member of RMR LLC. We are a corporation subject to U.S. federal and state income tax with respect to our allocable share of any taxable income of RMR LLC and its tax consolidated subsidiaries. RMR LLC is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, RMR LLC is generally not subject to U.S. federal and most state income taxes. Any taxable income or loss generated by RMR LLC is passed through to and included in the taxable income or loss of its members, including RMR Inc. and ABP Trust, based on each member’s respective ownership percentage.

For the three months ended December 31, 2023 and 2022, we recognized estimated income tax expense of $2,638 and $2,484, respectively, which includes $1,701 and $1,820, respectively, of U.S. federal income tax and $937 and $664, respectively, of state income taxes.

A reconciliation of the statutory income tax rate to the effective tax rate is as follows:


	Three Months Ended December 31,
	2023		2022
Income taxes computed at the federal statutory rate	21.0	%	21.0	%
State taxes, net of federal benefit	2.8	%	3.1	%

Permanent items	0.6	%	0.7	%
Net income attributable to noncontrolling interest	(9.9)	%	(9.9)	%

Total	14.5	%	14.9	%

ASC 740, Income Taxes, provides a model for how a company should recognize, measure and present in its financial statements uncertain tax positions that have been taken or are expected to be taken with respect to all open years and in all significant jurisdictions. Pursuant to this topic, we recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50.0% likely to be realized upon settlement. As of December 31, 2023 and 2022, we had no uncertain tax positions.

Note 7. Fair Value of Financial Instruments

As of December 31, 2023 and September 30, 2023, the fair values of our financial instruments, which include cash and cash equivalents, amounts due from related parties, accounts payable and accrued expenses and reimbursable accounts payable and accrued expenses, were not materially different from their carrying values due to the short term nature of these financial instruments. As of December 31, 2023, the fair value of our mortgage note payable approximated its fair value as of the Acquisition Date.

On a recurring basis, we measure certain financial assets and financial liabilities at fair value based upon quoted market prices. ASC 820, Fair Value Measurements, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to inputs from unadjusted quoted prices in active markets for identical assets and liabilities, or Level 1, the lowest priority to unobservable inputs, or Level 3, and significant other observable inputs, or Level 2. A financial asset’s or financial liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

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(dollars in thousands, except per share amounts)

The tables below presents our financial assets and liabilities measured at fair value on a recurring basis:




	December 31, 2023
	Total		Level 1		Level 2		Level 3



Due from related parties related to share based payment awards	$	12,807	$	12,807	$	—	$	—
Equity method investment in SEVN	22,102		22,102		—		—


Employer compensation liability related to share based payment awards	12,807		12,807		—		—

Earnout liability	14,547		—		—		14,547


	September 30, 2023
	Total		Level 1		Level 2		Level 3













Due from related parties related to share based payment awards	$	10,695	$	10,695	$	—	$	—
Equity method investment in SEVN	18,651		18,651		—		—
Employer compensation liability related to share based payment awards	10,695		10,695		—		—

The following table presents additional information about the valuation techniques and significant unobservable inputs for financial assets and liabilities that are measured at fair value and categorized within Level 3 as of December 31, 2023:

Fair Value

Valuation Technique

Unobservable Input

Range

Earnout liability

14,547

Monte Carlo

Capital deployment volatility

15.00%

Discount rate

5.80%

The table below presents a summary of the changes in fair value for our Earnout liability measured on a recurring basis:


	Three Months Ended
	12/31/2023
Beginning balance	$	—
Acquisition of MPC Partnership Holdings LLC	14,547
Ending Balance	$	14,547

Note 8. Related Person Transactions

Adam D. Portnoy, Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee, an officer and the controlling shareholder of our controlling shareholder, ABP Trust, and owns all of ABP Trust’s voting securities and a majority of the economic interests of ABP Trust. RMR Inc.’s executive officers are officers and employees of RMR LLC, and Jennifer B. Clark, our other Managing Director, and Matthew P. Jordan, our Executive Vice President, Chief Financial Officer and Treasurer, are also officers of ABP Trust.

Mr. Portnoy is the chair of the board and a managing trustee of each of the Perpetual Capital clients, the controlling shareholder and a director of Sonesta (and its parent) and was the chair of the board and a managing director of AlerisLife until March 20, 2023 when AlerisLife was acquired by ABP Trust. Since March 20, 2023, Mr. Portnoy is the sole director of AlerisLife. Mr. Portnoy was the chair of the board and a managing director of TA until May 15, 2023 when TA was acquired by BP. Ms. Clark is a managing trustee of OPI and a director of Sonesta (and its parent), and she previously served as a managing director of AlerisLife until March 20, 2023. Ms. Clark also serves as the secretary of all the Perpetual Capital clients, Sonesta and AlerisLife.

As of December 31, 2023, Mr. Portnoy beneficially owned 13.5% of SEVN’s outstanding common shares (including through Tremont and ABP Trust) and 9.8% of DHC’s outstanding common shares (including through ABP Trust). In addition, Mr. Portnoy beneficially owns shares of ILPT, OPI, SVC, and prior to May 15, 2023, TA, comprising less than 5.0% of the outstanding shares of each of those respective companies.

The Managed Equity REITs and SEVN have no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs pursuant to management agreements with them. The officers of the Managed Equity REITs are officers or employees of RMR LLC. All the officers, overhead and required office

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(dollars in thousands, except per share amounts)

space of SEVN are provided or arranged by Tremont. All of SEVN’s officers are officers or employees of Tremont or RMR LLC. Some of the executive officers of TA (prior to May 15, 2023), one of the executive officers of AlerisLife and one of the executive officers of Sonesta are (or were with respect to TA) officers or employees of RMR LLC. Our executive officers are also managing trustees of certain of the Perpetual Capital clients.

Additional information about our related person transactions appears in Note 9, Shareholders’ Equity, and in our 2023 Annual Report.

Revenues from Related Parties

For the three months ended December 31, 2023 and 2022, we recognized revenues from related parties as set forth in the following table:


	Three Months Ended December 31, 2023						Three Months Ended December 31, 2022
	Total						Total
	Management						Management
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Perpetual Capital:
DHC	$	6,321	$	45,216	$	51,537	$	6,456	$	51,872	$	58,328
ILPT	9,041		10,676		19,717		9,020		10,736		19,756
OPI	8,479		68,377		76,856		10,208		95,535		105,743
SVC	11,623		73,799		85,422		9,768		20,595		30,363
Total Managed Equity REITs	35,464		198,068		233,532		35,452		178,738		214,190
SEVN	1,433		1,534		2,967		1,091		1,137		2,228
TA (1)	—		—		—		4,191		1,728		5,919
	36,897		199,602		236,499		40,734		181,603		222,337

Private Capital:
AlerisLife (2)	1,382		—		1,382		1,264		97		1,361
Sonesta	2,223		—		2,223		2,126		515		2,641
RMR Residential	714		912		1,626		—		—		—


Other private entities	5,302		14,639		19,941		5,515		18,886		24,401
	9,621		15,551		25,172		8,905		19,498		28,403



Total revenues	$	46,518	$	215,153	$	261,671	$	49,639	$	201,101	$	250,740

(1)On May 15, 2023, BP acquired TA and TA terminated its management agreement with us.

(2)On March 20, 2023, AlerisLife merged with and into a subsidiary of ABP Trust and ceased to be a public company. As a result, the revenues earned with respect to AlerisLife are characterized as Private Capital for all periods presented.

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(dollars in thousands, except per share amounts)

Amounts Due From Related Parties

The following table presents amounts due from related parties as of the dates indicated:


	December 31, 2023						September 30, 2023
	Accounts		Reimbursable				Accounts		Reimbursable
	Receivable		Costs		Total		Receivable		Costs		Total
Perpetual Capital:
DHC	$	4,764	$	17,824	$	22,588	$	5,953	$	13,434	$	19,387
ILPT	3,658		6,024		9,682		4,597		5,869		10,466
OPI	6,565		50,114		56,679		7,427		51,912		59,339
SVC	5,402		8,728		14,130		5,528		8,423		13,951
Total Managed Equity REITs	20,389		82,690		103,079		23,505		79,638		103,143
SEVN	2,051		1,935		3,986		1,663		1,921		3,584

	22,440		84,625		107,065		25,168		81,559		106,727

Private Capital:
AlerisLife (1)	91		—		91		74		—		74
Sonesta	87		—		87		89		—		89

RMR Residential	6,999		—		6,999		—		—		—
Other private entities	2,860		5,891		8,751		4,634		7,060		11,694
	10,037		5,891		15,928		4,797		7,060		11,857

	$	32,477	$	90,516	$	122,993	$	29,965	$	88,619	$	118,584

(1)On March 20, 2023, AlerisLife merged with and into a subsidiary of ABP Trust and ceased to be a public company. As a result, the revenues earned with respect to AlerisLife are characterized as Private Capital for all periods presented.

Leases

As of December 31, 2023, RMR LLC leased from ABP Trust and certain Managed Equity REITs office space for use as our headquarters and local offices. We incurred rental expense under related party leases aggregating $1,307 and $1,433 for the three months ended December 31, 2023 and 2022, respectively.

Tax-Related Payments

Pursuant to our tax receivable agreement with ABP Trust, RMR Inc. pays to ABP Trust 85.0% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to RMR Inc.’s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by RMR Inc. as a result of the tax receivable agreement. As of December 31, 2023, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $23,229, including $2,343 classified as a current liability in accounts payable and accrued expenses that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2024.

Under the RMR LLC operating agreement, RMR LLC is also required to make certain pro rata distributions to each member of RMR LLC quarterly on the basis of the estimated tax liabilities of its members, estimated quarterly, subject to future adjustment based on actual results. For the three months ended December 31, 2023 and 2022, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $8,662 and $8,094, respectively, of which $4,560 and $4,255, respectively, was distributed to us and $4,102 and $3,839, respectively, was distributed to ABP Trust. The amounts distributed to us were eliminated in our condensed consolidated financial statements, and the amounts distributed to ABP Trust were recorded as a reduction of its noncontrolling interest. We used funds from these distributions to pay certain of our U.S. federal and state income tax liabilities and to pay part of our obligations under the tax receivable agreement.

Separation Arrangements

We enter into retirement agreements with certain of our former executive officers. Pursuant to these agreements, we make various cash payments and accelerate the vesting of unvested shares of RMR Inc. previously awarded to these retiring officers.

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(dollars in thousands, except per share amounts)

We also enter into separation arrangements from time to time with executive and nonexecutive officers and employees of ours. All costs associated with separation arrangements, for which there remain no substantive performance obligations, are recorded in our condensed consolidated statements of income as separation costs.

RMR LLC entered into a letter agreement, or the Retirement Agreement, dated November 15, 2023, with Jennifer Francis, a former Executive Vice President of RMR LLC. Ms. Francis also served as president and chief executive officer and was a managing trustee of DHC. Ms. Francis resigned as our Executive Vice President, effective December 31, 2023, and will continue to serve as a managing trustee of DHC until the earlier of (i) the DHC 2024 annual meeting of shareholders, (ii) July 1, 2024 or (iii) as requested by RMR LLC or the board of trustees of DHC. In addition, Ms. Francis will continue to serve as an employee of RMR LLC until July 1, 2024, or the Retirement Date. Pursuant to the Retirement Agreement, RMR LLC paid Ms. Francis her current cash salary compensation through December 31, 2023 and is paying her $10 per month from January 1, 2024 until the Retirement Date. In addition, RMR LLC agreed to pay Ms. Francis a combined cash payment in the amount of $2,250 with half of that amount paid on January 31, 2024 and the other half expected to be paid on or about August 1, 2024, subject to her execution of a customary release. Pursuant to the Retirement Agreement, RMR LLC agreed to recommend that the Company’s Compensation Committee approve the acceleration of vesting of Ms. Francis’ unvested shares of the Company, effective as of the Retirement Date. The Retirement Agreement contains other customary terms and conditions, including confidentiality, non-solicitation, and other covenants and a waiver and release.

For the three months ended December 31, 2023 and 2022, we recognized separation costs of $3,544 and $438, respectively, including cash separation costs of $3,446 and $380, respectively, and equity based separation costs of $98 and $58, respectively.

Note 9. Shareholders’ Equity

We award our Class A common stock, or Class A Common Shares, to our Directors, officers and employees under the Amended and Restated 2016 Omnibus Equity Plan, or the 2016 Plan. Director share awards vest immediately. Officer and employee share awards vest in five equal, consecutive, annual installments, with the first installment vesting on the date of award. We recognize forfeitures as they occur. Compensation expense related to share awards is determined based on the market value of our shares on the date of award, with the aggregate value of the awarded shares amortized to expense over the related vesting period. Expense recognized for Director share awards are included in general and administrative expenses and expense recognized for officer and employee share awards are included in equity based compensation in our condensed consolidated statements of income.

Equity based compensation expense related to shares awarded to certain officers and employees was $502 and $561 for the three months ended December 31, 2023 and 2022, respectively. As of December 31, 2023, we had 199,460 unvested shares outstanding which are scheduled to vest as follows: 71,620 shares in 2024, 59,140 shares in 2025, 44,760 shares in 2026 and 23,940 in 2027.

In connection with the vesting and issuance of awards of our Class A Common Shares to our Directors, officers and employees, we provide for the ability to repurchase our Class A Common Shares to satisfy tax withholding and payment obligations for those eligible to do so. The repurchase price is based on the closing price of our Class A Common Shares on the date of repurchase. The aggregate value of 492 Class A Common Shares repurchased during the three months ended December 31, 2023 was $12, which is recorded as a decrease to additional paid in capital included in shareholders’ equity in our condensed consolidated balance sheets.

In connection with the issuances and repurchases of our Class A Common Shares, and as required by the RMR LLC operating agreement, RMR LLC concurrently issues or acquires an identical number of Class A Units from RMR Inc.

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(dollars in thousands, except per share amounts)

Distributions

During the three months ended December 31, 2023 and 2022, we declared and paid dividends on our Class A Common Shares and Class B-1 common stock, or Class B-1 Common Shares, as follows:


Declaration	Record	Paid	Distributions		Total
Date	Date	Date	Per Common Share		Distributions
Three Months Ended December 31, 2023
10/12/2023	10/23/2023	11/16/2023	$	0.40	$	6,684


			$	0.40	$	6,684
Three Months Ended December 31, 2022
10/13/2022	10/24/2022	11/17/2022	$	0.40	$	6,642


			$	0.40	$	6,642

These dividends were funded in part by distributions from RMR LLC to holders of its membership units as follows:


			Distributions Per		Total		RMR LLC		RMR LLC
Declaration	Record	Paid	RMR LLC		RMR LLC		Distributions		Distributions
Date	Date	Date	Membership Unit		Distributions		to RMR Inc.		to ABP Trust
Three Months Ended December 31, 2023
10/12/2023	10/23/2023	11/16/2023	$	0.32	$	10,148	$	5,348	$	4,800


			$	0.32	$	10,148	$	5,348	$	4,800
Three Months Ended December 31, 2022
10/13/2022	10/24/2022	11/17/2022	$	0.32	$	10,114	$	5,314	$	4,800


			$	0.32	$	10,114	$	5,314	$	4,800

The remainder of the dividends noted above were funded with cash accumulated at RMR Inc.

On January 11, 2024, we declared a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares to our shareholders of record as of January 22, 2024, in the amount of $0.40 per Class A Common Share and Class B-1 Common Share, or $6,683. This dividend will be partially funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.32 per unit, or $10,147, of which $5,347 will be distributed to us based on our aggregate ownership of 16,708,723 membership units of RMR LLC and $4,800 will be distributed to ABP Trust based on its ownership of 15,000,000 membership units of RMR LLC. The remainder of this dividend will be funded with cash accumulated at RMR Inc. We expect to pay this dividend on or about February 15, 2024.

Note 10. Per Common Share Amounts

We calculate basic earnings per share using the two-class method. Unvested Class A Common Shares awarded to our employees are deemed participating securities for purposes of calculating basic earnings per common share because they have dividend rights. Under the two-class method, we allocate earnings proportionately to vested Class A Common Shares and Class B-1 Common Shares outstanding and unvested Class A Common Shares outstanding for the period. Accordingly, earnings attributable to unvested Class A Common Shares are excluded from basic earnings per share under the two-class method. Our Class B-2 common stock of RMR Inc., or Class B-2 Common Shares, which are paired with ABP Trust’s Class A Units, have no independent economic interest in RMR Inc. and thus are not included as common shares outstanding for purposes of calculating basic earnings per common share.

Diluted earnings per share is calculated using the treasury stock method for unvested Class A Common Shares and the if-converted method for Class B-2 Common Shares. The 15,000,000 Class A Units that we do not own may be redeemed for our Class A Common Shares on a one-for-one basis, or upon such redemption, we may elect to pay cash instead of issuing Class A Common Shares. Upon redemption of a Class A Unit, the Class B-2 Common Share “paired” with such unit is canceled for no additional consideration. In computing the dilutive effect, if any, the assumed redemption would have on earnings per share, we considered net income available to holders of our Class A Common Shares would increase due to elimination of the

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

noncontrolling interest offset by any tax effect, which may be dilutive. For the three months ended December 31, 2023 and 2022, the assumed redemption is dilutive to earnings per share as presented in the table below.

The calculation of basic and diluted earnings per share for the three months ended December 31, 2023 and 2022, is as follows (amounts in thousands, except per share amounts):


	Three Months Ended December 31,
	2023		2022
Numerators:
Net income attributable to The RMR Group Inc.	$	6,997	$	6,337
Less: income attributable to unvested participating securities	(85)		(81)
Net income attributable to The RMR Group Inc. used in calculating basic EPS	6,912		6,256
Effect of dilutive securities:
Add back: income attributable to unvested participating securities	85		81

Add back: net income attributable to noncontrolling interest in The RMR Group LLC (1)	8,531		7,903
Add back: income tax expense	2,638		2,484
Less: income tax expense assuming redemption of noncontrolling interest’s Class A Units for Class A Common Shares (2)	(5,182)		(4,983)
Net income used in calculating diluted EPS	$	12,984	$	11,741

Denominators:
Common shares outstanding	16,711		16,605


Less: unvested participating securities and incremental impact of weighted average	(203)		(201)
Weighted average common shares outstanding - basic	16,508		16,404
Effect of dilutive securities:
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A Common Shares	15,000		15,000
Add: incremental unvested shares	4		9
Weighted average common shares outstanding - diluted	31,512		31,413

Net income attributable to The RMR Group Inc. per common share - basic	$	0.42	$	0.38
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.41	$	0.37

(1)Net loss attributable to noncontrolling interest in consolidated entity is not adjusted when calculating diluted earnings per share.

(2)Income tax expense assumes the hypothetical conversion of the noncontrolling interest in The RMR Group LLC, which results in estimated tax rates of 28.5% and 29.8% for the three months ended December 31, 2023 and 2022, respectively.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Note 11. Net Income Attributable to RMR Inc.

Net income attributable to RMR Inc. for the three months ended December 31, 2023 and 2022, is calculated as follows:


	Three Months Ended December 31,

	2023		2022
Income before income tax expense	$	18,164	$	16,724
RMR Inc. franchise tax expense and interest income	(132)		(74)


Net income before noncontrolling interest	18,032		16,650
Net income attributable to noncontrolling interest in The RMR Group LLC	(8,531)		(7,903)
Net income attributable to noncontrolling interest in consolidated entity	2		—
Net income attributable to RMR Inc. before income tax expense	9,503		8,747

Income tax expense attributable to RMR Inc.	(2,638)		(2,484)
RMR Inc. franchise tax expense and interest income	132		74
Net income attributable to RMR Inc.	$	6,997	$	6,337

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our 2023 Annual Report.

OVERVIEW (dollars in thousands)

RMR Inc. is a holding company and substantially all of its business is conducted by RMR LLC. RMR Inc. has no employees, and the personnel and various services it requires to operate are provided by RMR LLC. RMR LLC manages a diverse portfolio of real estate and real estate related businesses.

Acquisition of MPC Partnership Holdings LLC

On December 19, 2023, we completed our acquisition of MPC (now known as RMR Residential), a vertically integrated residential platform. This acquisition further advances our strategic focus on continuing to grow our private capital business, adding approximately $5.5 billion in assets under management, over 20 new institutional relationships and the potential to make in excess of $3.0 billion of additional residential investments. This acquisition also allows us to further diversify our revenue sources, to enter the only major commercial real estate sector in which we did not have a significant presence, and brings infrastructure and digital marketing capabilities that may be leveraged across our platform.

Business Environment and Outlook

The continuation and growth of our business depends upon our ability to operate the Managed Equity REITs, our private capital clients and SEVN so as to maintain, grow and increase the value of their businesses, to assist AlerisLife and Sonesta to grow their businesses and operate profitably, and to successfully expand our business through the execution of new business ventures and additional investments, such as our recently completed acquisition of MPC. Our business and the businesses of our clients generally follow the business cycle of the U.S. real estate industry, but with certain property type and regional geographic variations. Typically, as the general U.S. economy expands, commercial real estate occupancies increase and new real estate development occurs; new development frequently leads to increased real estate supply and reduced occupancies; and then the cycle repeats. These general trends can be impacted by property type characteristics or regional factors; for example, demographic factors such as the aging U.S. population, the growth of e-commerce retail sales or net population migration across different geographic regions can slow, accelerate, overwhelm or otherwise impact general cyclical trends. Because of such multiple factors, we believe it is often possible to grow real estate based businesses in selected property types or geographic areas despite general national trends.

Beyond general real estate industry trends, we also take into account general economic factors impacting our clients. More specifically, in the U.S., the Federal Reserve has increased the federal funds rate multiple times since the beginning of calendar 2022 in an attempt to slow inflation, contributing to macroeconomic uncertainty and market volatility in the U.S. and in the commercial real estate markets. Increased borrowing costs and concerns of a possible or pending economic recession have resulted in an overall decline in commercial real estate transactions. Additionally, concerns about the capital adequacy and liquidity of the banking sector caused by the bank failures in 2023, as well as stricter lending standards, have resulted in decreased lending activity from traditional sources such as banks and life insurance companies and may negatively impact the businesses of our clients and our clients' tenants. Rising or sustained high interest rates also adversely impact our clients with floating rate debt, which they, in some instances, attempt to address with interest rate caps and other strategic actions to reduce leverage. Further, while the Federal Reserve is looking to slow inflation, its efforts may not be successful or fully achieve targeted results and they may take longer to achieve. The impact of rising costs, both for goods and services, insurance and human capital, are impacting us and our clients and we and our clients are continuing to implement mitigation strategies to minimize the impact of increased costs on our and our clients’ earnings, where possible.

Both we and our clients consider industry and general economic factors and attempt to take advantage of opportunities when they arise. For example: (i) since March 2020, ILPT and DHC have completed several joint venture transactions with institutional investors and subsequently grown some of those ventures by acquiring additional properties; (ii) SVC transitioned over 200 hotels from other hotel operators to Sonesta, which on March 17, 2021, completed its acquisition of RLH Corporation, establishing it as one of the largest hotel companies in the U.S. and expanding its franchising capabilities; and (iii) on February 25, 2022, ILPT completed its acquisition of 126 new, Class A, single tenant, net leased, e-commerce focused industrial properties as a result of its acquisition of Monmouth Real Estate Investment Corporation, or MNR, in an all-cash transaction valued at approximately $4.0 billion. More recently, on December 19, 2023, we completed our previously announced agreement to acquire 100% of the equity interest in MPC for total consideration of $99,021, which added residential capabilities to RMR LLC. In addition, we balance our pursuit of growth of our and our clients’ businesses by executing, on behalf of our clients, prudent capital recycling or business arrangement restructurings in an attempt to help our clients prudently manage

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leverage and increased operating costs. We also look to reposition their portfolios and businesses when circumstances warrant such changes or when other more desirable opportunities are identified.

Managed Equity REITs

The base business management fees we earn from the Managed Equity REITs are calculated monthly in accordance with the applicable business management agreement and are based on a percentage of the lower of (i) the average historical cost of each REIT’s properties and (ii) each REIT’s average market capitalization. The property management fees we earn from the Managed Equity REITs are principally based on a percentage of the gross rents collected at certain managed properties owned by the Managed Equity REITs, excluding rents or other revenues from hotels, travel centers, senior living properties and wellness centers, which are separately managed by AlerisLife, Sonesta or a third party. Also under the terms of the property management agreements, we receive construction supervision fees in connection with certain construction activities undertaken at the properties owned by the Managed Equity REITs based on a percentage of the cost of such construction. For further information regarding the fees we earn, see Note 4, Revenue Recognition, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The following table presents for each Managed Equity REIT a summary of its primary strategy and the lesser of the historical cost of its assets under management and its market capitalization as of December 31, 2023 and 2022, as applicable:


		Lesser of Historical Cost of Assets
		Under Management or
		Total Market Capitalization as of
		December 31,
REIT	Primary Strategy	2023		2022
DHC	Medical office and life science properties, senior living communities and other healthcare related properties	$	3,952,740	$	3,235,870
ILPT	Industrial and logistics properties	4,635,406		4,504,774
OPI	Office properties primarily leased to single tenants and those with high credit quality characteristics	2,951,207		3,105,356
SVC	Hotels and service-focused retail net lease properties	7,049,245		6,906,152
		$	18,588,598	$	17,752,152

A Managed Equity REIT’s historical cost of assets under management includes the real estate it owns and its consolidated assets invested directly or indirectly in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves. A Managed Equity REIT’s average market capitalization includes the average value of the Managed Equity REIT’s outstanding common equity value during the period, plus the daily weighted average of each of the aggregate liquidation preference of preferred shares and the principal amount of consolidated indebtedness during the period. The table above presents for each Managed Equity REIT, the lesser of the historical cost of its assets under management and its market capitalization as of the end of each period.

The basis on which our base business management fees are calculated for the three months ended December 31, 2023 and 2022 may differ from the basis at the end of the periods presented in the table above. As of December 31, 2023, the market capitalization was lower than the historical cost of assets under management for each of the Managed Equity REITs; the historical cost of assets under management for DHC, ILPT, OPI and SVC as of December 31, 2023, were $7,592,879, $5,692,675, $6,019,588 and $11,329,283, respectively.

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The fee revenues we earned from the Managed Equity REITs for the three months ended December 31, 2023 and 2022 are set forth in the following tables:


	Three Months Ended December 31, 2023						Three Months Ended December 31, 2022
	Base		Base						Base		Base
	Business		Property		Construction				Business		Property		Construction
	Management		Management		Supervision				Management		Management		Supervision
REIT	Revenues		Revenues		Revenues		Total		Revenues		Revenues		Revenues		Total
DHC	$	3,807	$	1,458	$	1,056	$	6,321	$	3,664	$	1,492	$	1,300	$	6,456
ILPT	5,878		3,039		124		9,041		5,902		2,948		170		9,020
OPI	3,320		3,447		1,712		8,479		3,639		3,404		3,165		10,208
SVC	8,545		896		2,182		11,623		8,168		990		610		9,768
	$	21,550	$	8,840	$	5,074	$	35,464	$	21,373	$	8,834	$	5,245	$	35,452

Other Clients

We provide business management services to AlerisLife, Sonesta and until May 15, 2023, TA. AlerisLife operates senior living communities throughout the U.S., many of which are owned by and managed for DHC. Sonesta manages and franchises hotels, resorts and cruise ships in the United States, Latin America, the Caribbean and the Middle East; many of the U.S. hotels that Sonesta operates are owned by SVC. TA operates, leases and franchises travel centers along the U.S. interstate highway system, many of which are owned by SVC, and standalone truck service facilities. Generally, our fees earned from business management services to AlerisLife, Sonesta and until May 15, 2023, TA, are based on a percentage of certain revenues. In connection with BP’s acquisition of TA on May 15, 2023, TA terminated its business management agreement with us and in accordance with its terms paid us the applicable termination fee of $45,282.

In addition, we also provide management services to certain other Private Capital clients, including high-quality institutional investors relationships we assumed as part of our MPC acquisition, and earn fees based on a percentage of average invested capital, as defined in the applicable agreements, property management fees based on a percentage of rents collected from managed properties and construction supervision fees based on a percentage of the cost of construction activities. The recent MPC acquisition also provides us the potential to generate promote fees on any new co-investments in the future.

Our management fee revenues from services to these clients for the three months ended December 31, 2023 and 2022, are set forth in the following tables:


	Three Months Ended December 31, 2023						Three Months Ended December 31, 2022
	Base		Base						Base		Base
	Business		Property		Construction				Business		Property		Construction
	Management		Management		Supervision				Management		Management		Supervision
	Revenues		Revenues		Revenues		Total		Revenues		Revenues		Revenues		Total
AlerisLife	$	1,382	$	—	$	—	$	1,382	$	1,264	$	—	$	—	$	1,264
Sonesta	2,223		—		—		2,223		2,111		—		15		2,126
RMR Residential	21		626		67		714		—		—		—		—
Other private entities	3,056		2,116		130		5,302		3,012		2,077		426		5,515

SEVN	—		9		—		9		—		—		—		—
TA	—		—		—		—		4,191		—		—		4,191
	$	6,682	$	2,751	$	197	$	9,630	$	10,578	$	2,077	$	441	$	13,096

Advisory Business

Tremont provides advisory services to SEVN, a publicly traded mortgage REIT that focuses on originating and investing in first mortgage loans secured by middle market and transitional commercial real estate. Tremont is primarily compensated pursuant to its management agreement with SEVN based on a percentage of equity, as defined in the applicable agreement.

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Tremont earned advisory services revenue of $1,125 and $1,091 for the three months ended December 31, 2023 and 2022, respectively. Tremont also earned incentive fees from SEVN of $299 for the three months ended December 31, 2023. Tremont did not earn incentive fees from SEVN for the three months ended December 31, 2022.

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RESULTS OF OPERATIONS (dollars in thousands)

Three Months Ended December 31, 2023, Compared to the Three Months Ended December 31, 2022

The following table presents the changes in our operating results for the three months ended December 31, 2023 compared to the three months ended December 31, 2022:


	Three Months Ended December 31,
	2023		2022		$ Change		% Change
Revenues:
Management services	$	45,094	$	48,548	$	(3,454)	(7.1)%

Incentive fees	299		—		299		n/m
Advisory services	1,125		1,091		34		3.1%
Total management, incentive and advisory services revenues	46,518		49,639		(3,121)		(6.3)%
Reimbursable compensation and benefits	16,828		14,323		2,505		17.5%
Reimbursable equity based compensation	2,327		2,289		38		1.7%
Other reimbursable expenses	195,998		184,489		11,509		6.2%
Total reimbursable costs	215,153		201,101		14,052		7.0%
Total revenues	261,671		250,740		10,931		4.4%
Expenses:
Compensation and benefits	34,772		33,264		1,508		4.5%
Equity based compensation	2,829		2,850		(21)		(0.7)%
Separation costs	3,544		438		3,106		n/m
Total compensation and benefits expense	41,145		36,552		4,593		12.6%
General and administrative	9,511		9,163		348		3.8%
Other reimbursable expenses	195,998		184,489		11,509		6.2%
Transaction and acquisition related costs	3,987		—		3,987		n/m
Depreciation and amortization	423		268		155		57.8%
Total expenses	251,064		230,472		20,592		8.9%
Operating income	10,607		20,268		(9,661)		(47.7)%
Interest income	3,508		1,770		1,738		98.2%

Gain (loss) on equity method investments	4,049		(5,314)		9,363		176.2%
Income before income tax expense	18,164		16,724		1,440		8.6%
Income tax expense	(2,638)		(2,484)		(154)		(6.2)%
Net income	15,526		14,240		1,286		9.0%

Net income attributable to noncontrolling interest in The RMR Group LLC	(8,531)		(7,903)		(628)		(7.9)%
Net loss attributable to noncontrolling interest in consolidated entity	2		—		2		n/m
Net income attributable to The RMR Group Inc.	$	6,997	$	6,337	$	660	10.4%

n/m - not meaningful

Management services revenue. Management services revenue decreased $3,454 primarily due to declines in management fees earned from TA of $4,191 as a result of the termination of its business management agreement with us on May 15, 2023, partially offset by growth in management services revenue of $714 related to our acquisition of MPC in the current period.

Incentive fees revenue. Incentive fees for the 2024 fiscal period include an incentive fee of $299 earned by Tremont from SEVN. For further information about these fees, see Note 4, Revenue Recognition, and Note 8, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Advisory services revenue. Advisory services revenue was relatively unchanged from the prior period.

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Reimbursable compensation and benefits. Reimbursable compensation and benefits include reimbursements, at cost, that arise primarily from services our employees provide pursuant to our property management agreements at the properties of our clients. A significant portion of these compensation and benefits are charged or passed through to and paid by tenants of our clients. Reimbursable compensation and benefits increased $2,505 primarily due to annual merit increases that were effective October 1, 2023.

Reimbursable equity based compensation. Reimbursable equity based compensation includes awards of common shares by our clients directly to certain of our officers and employees in connection with the provision of management services to those clients. We record an equal, offsetting amount as equity based compensation expense for the value of these awards. Reimbursable equity based compensation revenue increased $38 primarily as a result of increases in certain of our clients’ respective share prices.

Other reimbursable expenses. For further information about these reimbursements, see Note 4, Revenue Recognition, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

Compensation and benefits. Compensation and benefits consist of employee salaries and other employment related costs, including health insurance expenses and contributions related to our employee retirement plan. Compensation and benefits expense increased $1,508 primarily due to annual merit increases that were effective October 1, 2023.

Equity based compensation. Equity based compensation consists of the value of vested shares awarded to certain of our employees under our and our clients’ equity compensation plans. Equity based compensation was relatively unchanged from the prior period.

Separation costs. Separation costs consist of employment termination costs. For further information about these costs, see Note 8, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

General and administrative. General and administrative expenses consist of office related expenses, information technology related expenses, employee training, travel, professional services expenses, director compensation and other administrative expenses. General and administrative costs increased $348 primarily due to increases in third party costs related to our expanded role in construction oversight.

Transaction and acquisition related costs. Transaction and acquisition related costs in the 2024 fiscal period primarily represent costs associated with our acquisition of MPC on December 19, 2023.

Depreciation and amortization. Depreciation and amortization increased $155 primarily due to amortization of acquisition related intangible assets of $122 in the current period.

Interest income. Interest income increased $1,738 primarily due to higher interest earned during the 2024 fiscal period primarily as a result of higher interest rates and higher average cash balances invested compared to the prior period.

Gain (loss) on equity method investments. Gain (loss) on equity method investments represents the unrealized and realized gains or losses on our investments in SEVN and TA common shares. For further information, see Note 5, Investments, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Income tax expense. The increase in income tax expense of $154 is primarily attributable to higher taxable income for the 2024 fiscal period compared to the same period in the prior fiscal year.

LIQUIDITY AND CAPITAL RESOURCES (dollars in thousands, except per share amounts)

Our current assets have historically been comprised predominantly of cash, cash equivalents and receivables for business management, property management and advisory services fees. As of December 31, 2023 and September 30, 2023, we had cash and cash equivalents of $202,428 and $267,989, respectively, of which $30,260 and $26,802, respectively, was held by RMR Inc., with the remainder being held at RMR LLC. Cash and cash equivalents include all short term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. As of December 31, 2023 and September 30, 2023, $191,486 and $265,800, respectively, of our cash and cash equivalents were invested in money market bank accounts. We believe that our cash and cash equivalents leave us well positioned to pursue a range of capital allocation strategies, with a focus on the growth of our private capital business, to fund our operations and enhance our technology infrastructure, in the next twelve months.

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On December 19, 2023, we completed our acquisition of MPC for total cash consideration of $84,474. We are also obligated to pay the Earnout, if earned, which we currently estimate at $14,547 and which will be payable over the next three years, based on our current expectations for the deployment of capital remaining in investment funds managed by MPC prior to the end of such fund’s investment period. In addition to the Earnout, we agreed to pay Retention Payments to certain employees of MPC in an aggregate amount of $4,200 for their continued employment through December 31, 2025.

Our liquidity is highly dependent upon our receipt of fees from the businesses that we manage. Historically, we have funded our working capital needs with cash generated from our operating activities and we currently do not maintain any credit facilities. We expect that our future working capital needs will relate largely to our operating expenses, primarily consisting of employee compensation and benefits costs, our obligation to make quarterly tax distributions to the members of RMR LLC, our plan to make quarterly distributions on our Class A Common Shares and Class B-1 Common Shares and our plan to pay quarterly distributions to the members of RMR LLC in connection with the quarterly dividends to RMR Inc. shareholders. Our management fees are typically payable to us within 30 days of the end of each month or, in the case of annual incentive business management fees earned from the Managed Equity REITs, if any, within 30 days following each calendar year end. Quarterly incentive fees earned from SEVN, if any, are payable generally within 30 days following the end of the applicable quarter. Historically, we have not experienced losses on collection of our fees and have not recorded any allowances for bad debts.

During the three months ended December 31, 2023, we paid cash distributions to the holders of our Class A Common Shares, Class B-1 Common Shares and to the other owner of RMR LLC membership units in the aggregate amount of $11,484. On January 11, 2024, we declared a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares to our shareholders of record as of January 22, 2024 in the amount of $0.40 per Class A Common Share and Class B-1 Common Share, or $6,683. This dividend will be partially funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.32 per unit, or $10,147, of which $5,347 will be distributed to us based on our aggregate ownership of 16,708,723 membership units of RMR LLC and $4,800 will be distributed to ABP Trust based on its ownership of 15,000,000 membership units of RMR LLC. The remainder of this dividend will be funded with cash accumulated at RMR Inc. We expect the total dividend will amount to approximately $11,483 and we expect to pay this dividend on or about February 15, 2024. See Note 9, Shareholders’ Equity, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding these distributions.

For the three months ended December 31, 2023, pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to its holders of its membership units totaling $8,662, of which $4,560 was distributed to us and $4,102 was distributed to ABP Trust, based on each membership unit holder’s then respective ownership percentage in RMR LLC. The $4,560 distributed to us was eliminated in our condensed consolidated financial statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q, and the $4,102 distributed to ABP Trust was recorded as a reduction of its noncontrolling interest. We expect to use a portion of these funds distributed to us to pay our tax liabilities and amounts due under the tax receivable agreement described in Note 8, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. We expect to use the remaining funds distributed to us to fund our long-term tax liabilities and pay dividends.

Cash Flows

The $1,831 increase in net cash from operating activities for the three months ended December 31, 2023 compared to the prior period reflects favorable changes in working capital and increases in net income. The $78,977 increase in net cash used in investing activities for the three months ended December 31, 2023 compared to the prior period was due to our acquisition of MPC in the current fiscal period. Net cash used in financing activities for the three months ended December 31, 2023 was relatively unchanged compared to the prior period.

As of December 31, 2023, we had no off-balance sheet arrangements that have had or that we expect would be reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Tax Receivable Agreement

We are party to a tax receivable agreement which provides for the payment by RMR Inc. to ABP Trust of 85.0% of the amount of savings, if any, in U.S. federal, state and local income tax or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to RMR Inc.’s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by it as a result of the tax receivable agreement. See Note 8, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and “Business—Our Organizational Structure—tax receivable agreement” in our Annual Report on Form 10-K for the fiscal year ended September

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30, 2019. As of December 31, 2023, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $23,229, of which we expect to pay $2,343 to ABP Trust during the fourth quarter of fiscal year 2024.

Market Risk and Credit Risk

We have not invested in derivative instruments, borrowed through issuing debt securities or transacted in foreign currencies. As a result, we are not subject to significant direct market risk related to interest rate changes, changes to the market standard for determining interest rates, commodity price changes or credit risks; however, if any of these risks were to negatively impact our clients’ businesses or market capitalization, our revenues would likely decline. To the extent we change our approach on the foregoing activities, or engage in other activities, our market and credit risks could change. See Part I, Item 1A “Risk Factors” of our 2023 Annual Report for the risks to us and our clients.

Risks Related to Cash and Short Term Investments

Our cash and cash equivalents include short term, highly liquid investments readily convertible to known amounts of cash that have original maturities of three months or less from the date of purchase. We invest a substantial amount of our cash in money market bank accounts. The majority of our cash is maintained in U.S. bank accounts. Some U.S. bank account balances exceed the Federal Deposit Insurance Corporation insurance limit. We believe our cash and short term investments are not subject to any material interest rate risk, equity price risk, credit risk or other market risk.

Related Person Transactions

We have relationships and historical and continuing transactions with Adam D. Portnoy, the Chair of our Board and one of our Managing Directors, as well as our clients. For further information about these and other such relationships and related person transactions, please see Note 8, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2023 Annual Report, our definitive Proxy Statement for our 2024 Annual Meeting of Shareholders and our other filings with the SEC. In addition, see the section captioned “Risk Factors” in our 2023 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR LLC or its subsidiaries provide management services.

Critical Accounting Estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. A discussion of our critical accounting estimates is included in our 2023 Annual Report. In addition to the critical accounting estimates identified in our 2023 Annual Report, the estimation of fair values represents a critical accounting estimate in these condensed consolidated financial statements. The estimation of fair value involves a significant level of judgment and estimation uncertainty, and actual results could be materially different and have a material impact on our financial condition and results of operations.

We accounted for the Acquisition as a business combination. We used estimates and assumptions to assign fair values to assets acquired and liabilities assumed, including intangible assets. Determining the fair value of intangible assets requires us to use estimates and assumptions including, but not limited to, expected future cash inflows and outflows, useful lives, discount rates and income tax rates. Fair values were determined based on estimates and assumptions we believe to be reasonable, but that are unpredictable and inherently uncertain. Unanticipated events and circumstances may occur that could materially affect the accuracy of such estimates, assumptions or actual results.

The fair value of our Earnout liability was determined using a Monte Carlo simulation model and is inherently uncertain. Inputs into the model require estimates and assumptions regarding the timing and deployment of future capital, the historical volatility of similar market transactions, and discount rates and credit ratings for companies similar to ours. The Earnout liability is remeasured on a quarterly basis and changes to our estimates and assumptions are likely to have a significant impact on the fair value estimate of the Earnout liability. In addition, actual payments required under the Earnout may differ significantly from our estimates and could have a material impact to our results of operations and financial condition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative disclosures about market risk are set forth above in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operation—Market Risk and Credit Risk.”

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Item 4. Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

On December 19, 2023, we completed the acquisition of MPC. We are in the process of integrating MPC into our systems and control environment as of September 30, 2024. For further information regarding this acquisition, see Note 3. Acquisition of MPC Partnership Holdings LLC, to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Subject to the foregoing, no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

WARNING CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: our business strategy; economic and industry conditions; the impact and opportunities for our and our clients’ businesses from business cycles in the U.S. real estate industry as well as economic and industry conditions; our belief that it is possible to grow real estate based businesses in selected property types or geographic areas despite general national trends; our cash and cash equivalents, including their sufficiency to pursue a range of capital allocation strategies and fund our operations and enhance our technology infrastructure and risk exposure; and our sustainability practices.

Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in those forward-looking statements. Some of the risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

•The dependence of our revenues on a limited number of clients,

•The variability of our revenues,

•Risks related to supply chain constraints, commodity pricing and inflation, including inflation impacting wages and employee benefits,

•Changing market conditions, practices and trends, which may adversely impact our clients and the fees we receive from them,

•Potential terminations of the management agreements with our clients,

•Increases in or sustained high market interest rates, which may significantly reduce our revenues or impede our growth,

•Our dependence on the growth and performance of our clients,

•Our ability to obtain or create new clients for our business and other circumstances beyond our control,

•The ability of our clients to operate their businesses profitably, optimize their capital structures and to grow and increase their market capitalizations and total shareholder returns,

•Our ability to successfully provide management services to our clients,

•Our ability to maintain or increase the distributions we pay to our shareholders,

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•Our ability to successfully pursue and execute capital allocation strategies,

•Our ability to prudently invest in our business to enhance our operations, services and competitive positioning,

•Our ability to successfully integrate acquired businesses and realize our expected returns on our investments,

•Risk that cost savings and synergies anticipated to be realized by the MPC acquisition may not be fully realized or may take longer to realize than expected,

•Changes to our operating leverage or client diversity,

•Litigation risks,

•Risks related to acquisitions, dispositions and other activities by or among our clients,

•Allegations, even if untrue, of any conflicts of interest arising from our management activities,

•Our ability to retain the services of our managing directors and other key personnel,

•Our and our clients’ risks associated with our and our clients' costs of compliance with laws and regulations, including securities regulations, exchange listing standards and other laws and regulations affecting public companies, and

•Other matters.

These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in our periodic filings. The information contained in our filings with the SEC, including under the caption “Risk Factors” in our periodic reports, or incorporated therein, identifies important factors that could cause differences from the forward-looking statements in this Quarterly Report on Form 10-Q. Our filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon our forward-looking statements.

Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

Part II. Other Information

Item 1A. Risk Factors

There have been no material changes to the risk factors from those we previously provided in our 2023 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer purchases of equity securities.

The following table provides information about our purchases of our equity securities during the quarter ended December 31, 2023:

Maximum

Total Number of

Approximate Dollar

Shares Purchased

Value of Shares that

Number of

Average

as Part of Publicly

May Yet Be Purchased

Price Paid

Announced Plans

Under the Plans or

Calendar Month

Purchased (1)

per Share

or Programs

Programs

November 1 - November 30, 2023

492

23.82

N/A

Total

492

23.82

N/A

(1)These Class A Common Share withholdings and purchases were made to satisfy tax withholding and payment obligations in connection with the vesting of awards of our Class A Common Shares. We withheld and purchased these shares at their fair market values based upon the trading prices of our Class A Common Shares at the close of trading on Nasdaq on the purchase dates.

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Item 6. Exhibits


Exhibit Number						Description


3.1						Articles of Amendment and Restatement of the Registrant . (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.).
3.2						Articles of Amendment, filed July 30, 2015 . (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.).
3.3						Articles of Amendment, filed September 11, 2015 . (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.).
3.4						Articles of Amendment, filed March 9, 2016 . (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37616) filed with the SEC on March 11, 2016.).
3.5						Articles of Amendment, filed November 14, 2022. (Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 001-37616) filed with the SEC on November 14, 2022.).
3.6						Fourth Amended and Restated Bylaws of the Registrant adopted September 13, 2017. (Incorporated by reference to the Registrant's Current report on Form 8-K (File No. 001-37616) filed with the SEC on September 15, 2017.).
4.1						Form of The RMR Group Inc. Share Certificate for Class A Common Stock . (Incorporated by reference to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on November 2, 2015.).
4.2						Registration Rights Agreement, dated as of June 5, 2015, by and between the Registrant and ABP Trust (formerly known as Reit Management and Research Trust). (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.).
10.1						Letter Agreement, dated as of November 15, 2023, by and among The RMR Group LLC and Jennifer Francis (+) (Filed herewith.)
31.1						Rule 13a-14(a) Certification. (Filed herewith.)
31.2						Rule 13a-14(a) Certification. (Filed herewith.)
32.1						Section 1350 Certification. (Furnished herewith.)
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
101.LAB						XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
104						Cover Page Interactive Data File. (formatted as Inline XBRL and contained in Exhibit 101.)

(+) Contract with management or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			By:			/s/ Matthew P. Jordan
						Matthew P. Jordan
						Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)
						Dated: February 7, 2024


			Exhibit 10.1 EXECUTION VERSION

November 15, 2023

Ms. Jennifer Francis

[ADDRESS OMITTED]

Dear Jennifer:

You and The RMR Group LLC (“RMR”) are entering into this letter agreement (this "Agreement") to confirm the terms and conditions of your retirement from RMR on July 1, 2024 (the “Retirement Date”).

I.TRANSITION PERIOD AND RETIREMENT

(A)Resignations. You will continue to serve as an Executive Vice President of RMR and President and Chief Executive Officer of Diversified Healthcare Trust (“DHC”) until December 31, 2023, as of which date you will resign from such offices and from any other officer or related positions you hold within RMR, DHC and any other RMR managed company. You will resign as a Managing Trustee of DHC and any other board positions on the earliest of: (1) the 2024 annual meeting of shareholders; (2) July 1, 2024; or (3) as requested by RMR or the applicable board of trustees. You will continue to serve as an employee of RMR until the Retirement Date in order to transition your duties and responsibilities to your successor(s). After December 31, 2023, you will work remotely from the address shown above, or other locations from time to time.

(B)Payments until the Retirement Date. Until December 31, 2023, you will continue to receive the same cash salary compensation as you currently receive, payable consistent with past practices. From January 1, 2024 until the Retirement Date, RMR will pay your base salary at a rate of $10,000 per month. Subject to any contribution required by you consistent with past practices, RMR will maintain and provide all your current insurance and employee benefits through July 31, 2024. All of your existing share grants will continue to vest through the Retirement Date pursuant to the existing vesting schedule (as set forth in the applicable equity agreements).

(C)Retirement and Transition Responsibilities. From January 1, 2024 until the Retirement Date, you will work towards the orderly transition of your responsibilities and use all reasonable efforts to assist in training your successor(s). It is understood that you will be working remotely from the address above during this transition period, but will be available by telephone or video conference.

Jennifer Francis

November 15, 2023

Page 2

(D)Licensing. As soon as practicable after this Agreement is executed, RMR will take all reasonable steps and work with its managed companies to the best of its ability to remove you from any lender or other applicable licenses. You agree to cooperate with all such efforts.

(E)Payments and Benefits on the Retirement Date. On the Retirement Date, RMR will pay your unpaid wages for the period through the Retirement Date, subject to all usual and applicable taxes and deductions. Your health insurance on our group plan will terminate on July 31, 2024. To continue any health insurance beyond that date, you must complete a continuation of coverage (COBRA) election form and make timely payments for coverage. Information regarding COBRA will be mailed to you. Any group life and disability insurance on our group plan will terminate on July 31, 2024, as will your participation in the RMR 401(k) plan.

(F)Retirement Benefits. Provided you sign and do not revoke this Agreement and the Waivers and Releases of Claims attached as Exhibit A and Exhibit B and you satisfactorily perform your transition responsibilities, you will receive the following additional retirement payments and benefits:

(1)Cash Payments. RMR will pay you a cash payment in the amount of $1,125,000, less applicable deductions, on the later of January 31, 2024 or ten (10) days after your execution of Exhibit A, and a second lump sum payment of $1,125,000, subject to applicable deductions, on the later of August 1, 2024 or ten (10) days after your execution of Exhibit B.

(2)RMR and RMR Public Company Share Grants.

(a)Prior to the Retirement Date, RMR will recommend to the Boards of Directors and Boards of Trustees of The RMR Group Inc. (“RMR Inc.”), DHC, Service Properties Trust, Office Properties Income Trust, Industrial Logistics Properties Trust and Seven Hills Realty Trust (together, the “RMR Public Companies”) that all of your existing share grants vest (which vesting includes the lifting of any restrictions) immediately in full upon the Retirement Date and that you be permitted to settle any resulting tax liability with vesting shares, commonly referred to as “net share settlement,” on a company-by-company basis. RMR will cooperate with you in removing any restrictive legends from your vested shares in the RMR Public Companies.

(b)You agree for the benefit of the applicable RMR Public Company that, as long as you own the shares referenced above in 2(a) in the RMR Public Companies, your shares shall be voted at any meeting of the shareholders of the RMR Public Companies or in connection with any consent solicitation or other action by shareholders in favor of all nominees for director and all proposals recommended by the Board of Directors or Trustees in the proxy statement for such meeting or materials for such written consent or other action. This obligation does not apply to your estate. If your shares are not voted in accordance with this covenant and such failure continues after notice, you agree to pay liquidated damages to the applicable RMR Public Company in an amount equal to the market value of the shares not so voted. For the avoidance of doubt, this provision is for the benefit of each RMR Public Company only with respect to your shares in such company and is not an agreement with RMR.

Jennifer Francis

November 15, 2023

Page 3

(c)You understand and agree that, although the RMR Code of Business Conduct and Ethics will no longer apply to you after the Retirement Date, you are subject to all laws and regulations with respect to all of your shares in the RMR Public Companies, including, but not limited to, those applicable to the purchase or sale of securities while in possession of material, non-public information concerning the RMR Public Companies.

(G)Mobile Phone Number. RMR agrees to consent to and cooperate with you in the transfer to you of your mobile phone number, and to pay for any costs associated with such transfer (except that you will be responsible for the cost of replacement service). You agree to be responsible for all cell phone payments for service after the Retirement Date.

II.RELEASE

You, your heirs, executors, legal representatives, successors and assigns, individually and in their beneficial capacity, hereby unconditionally and irrevocably release and forever discharge RMR, the RMR Public Companies, AlerisLife Inc., Sonesta International Hotels Corporation and any companies managed by RMR from time to time (the “RMR Companies”), and their past, present and future officers, directors, trustees, employees, representatives, shareholders, attorneys, agents, consultants, contractors, successors, and affiliates -hereinafter referred to as the "Releasees" -or any of them of and from any and all suits, claims, demands, interest, costs (including attorneys' fees and costs actually incurred), expenses, actions and causes of action, rights, liabilities, obligations, promises, agreements, controversies, losses and debts of any nature whatsoever related to or arising out of your employment or termination thereof, which you, your heirs, executors, legal representatives, successors and assigns, individually and/or in their beneficial capacity, now have, own or hold, or at any time heretofore ever had, owned or held, or could have owned or held, whether known or unknown, suspected or unsuspected, from the beginning of the world to the date of execution of this Agreement including, without limitation, any claims arising at law or in equity or in a court, administrative, arbitration, or other tribunal of any state or country arising out of or in connection with your employment by RMR; any claims against the Releasees based on statute, regulation, ordinance, contract, or tort; any claims against the Releasees relating to wages, compensation, benefits, retaliation, negligence, or wrongful discharge; any claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Older Workers' Benefit Protection Act, as amended, the Equal Pay Act, as amended, the Fair Labor Standards Act, as amended, the Employment Retirement Income Security Act, as amended, the Americans with Disabilities Act of 1990 ("ADA"), as amended, The ADA Amendments Act, the Lilly Ledbetter Fair Pay Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information NonDiscrimination Act, the Civil Rights Act of 1991, as amended, the Family Medical Leave Act of 1993, as amended, and the Rehabilitation Act, as amended; The Massachusetts Fair Employment Practices Act (Massachusetts General Laws Chapter 151B), The Massachusetts Equal Rights Act, The Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, The Massachusetts Civil Rights Act, the Massachusetts Payment of Wages Act (Massachusetts General Laws Chapter 149 sections 148 and 150), the Massachusetts Overtime regulations (Massachusetts General Laws Chapter 151 sections 1A and 1B), and the Massachusetts Meal Break regulations

Jennifer Francis

November 15, 2023

Page 4

(Massachusetts General Laws Chapter 149 sections 100 and 101); and any other claims under any federal or state law for unpaid or delayed payment of wages, overtime, bonuses, commissions, incentive payments or severance, missed or interrupted meal periods, interest, attorneys' fees, costs, expenses, liquidated damages, treble damages or damages of any kind to the maximum extent permitted by law and any claims against the Releasees arising under any and all applicable state, federal, or local ordinances, statutory, common law, or other claims of any nature whatsoever except for claims that cannot be released by law.

Nothing in this Agreement shall affect the EEOC's rights and responsibilities to enforce the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the National Labor Relations Act or any other applicable law, nor shall anything in this Agreement be construed as a basis for interfering with your protected right to file a timely charge with, or participate in an investigation or proceeding conducted by, the EEOC, the National Labor Relations Board (the "NLRB"), or any other state, federal or local government entity; provided, however, if the EEOC, the NLRB, or any other state, federal or local government entity commences an investigation on your behalf, you specifically waive and release your right, if any, to recover any monetary or other benefits of any sort whatsoever arising from any such investigation or otherwise, nor will you seek or accept reinstatement to your former position with RMR. Further, notwithstanding anything to the contrary in this Agreement, you are not releasing any rights or claims to vested benefits.

III.TAX PROVISIONS

You agree that you shall be responsible and will pay your own tax obligations and/or liabilities created under state or federal tax laws by this Agreement.

IV.INTERNAL ANNOUNCEMENT AND LETTER OF REFERENCE

You and Adam Portnoy, RMR’s President and Chief Executive Officer, will agree on the timing and content of internal emails and communications to employees of RMR, and external announcements, regarding your retirement. Mr. Portnoy will provide you with a letter of reference which shall be in form and substance mutually acceptable to you and Mr. Portnoy.

V.CONFIDENTIALITY

You agree that, unless otherwise agreed, on or before the Retirement Date, you will return to RMR all property of RMR or any RMR Company including, but not limited, to all documents, records, materials, software, equipment, building keys or entry cards, and other physical property that have come into your possession or been produced by you in connection with your employment; it being agreed, however, that you may retain any home technology issued to you by RMR, including your cell phone, iPad, desktop and laptop. You agree to cooperate with RMR’s IT group in effectuating the deletion of all information related to RMR or any RMR Company from this technology immediately after the Retirement Date.

In addition, you shall not at any time reveal to any person or entity, except to employees of RMR or any RMR Company who need to know such information for purposes of their

Jennifer Francis

November 15, 2023

Page 5

employment or as otherwise authorized by RMR or the applicable RMR Company in writing, any confidential information of RMR or any RMR Company. Confidential information includes, without limitation, information regarding (i) the marketing, business, operational, and financial activities and/or strategies of RMR or any RMR Company (ii) the costs, sources of supply, financial performance, projects, plans, branding, acquisition or dispositions, proposals and strategic plans of RMR or any RMR Company (iii) any non-public financial information or practices of RMR or any RMR Company and (iv) information and discussions concerning any past or present lawsuits, investigations, arbitrations or other pending or threatened disputes in which RMR or any RMR Company is or was a party.

Nothing in this Agreement prohibits you from reporting possible violations of federal law or regulation, or disclosing any information, to any government agency or entity, including, but not limited, to the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of applicable law. You do not need prior authorization of RMR to make any such reports or disclosures and you are not required to notify RMR that you have made such reports or disclosures. Further, nothing in this Agreement is intended to interfere with your rights to disclose any information which an employer cannot prohibit you from disclosing pursuant to applicable law.

VI.NON-DISPARAGEMENT

You agree not to make harmful or disparaging remarks, written or oral, concerning RMR or any RMR Company or any of its or their respective directors, officers, trustees, employees, agents or service providers. RMR agrees to instruct its executive officers not to make any harmful or disparaging remarks, written or oral, concerning you. Nothing in this provision shall prevent you from testifying truthfully in connection with any litigation, arbitration or administrative proceeding when compelled by subpoena, regulation or court order.

VII.NON-SOLICITATION

You agree that for five (5) years following the Retirement Date, you will not, directly or indirectly, without the prior written consent of RMR, solicit, attempt to solicit, assist others to solicit, hire, or assist others to hire for employment any person who is, or within the preceding six (6) months was, an employee of RMR or any RMR Company.

VIII.BREACH OF SECTIONS V, VI OR VII

The parties agree that any breach of Sections V, VI or VII of this Agreement will cause irreparable damage to the non-breaching party and that, in the event of such a breach or threatened breach, the non-breaching party shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief to prevent the violation of any obligations hereunder. The parties agree that, in the event that any provision of Section V, VI, or VII shall be determined by any court of competent jurisdiction or arbitration panel to be unenforceable, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Jennifer Francis

November 15, 2023

Page 6

IX.CONSULTING AND COOPERATION

After the Retirement Date and until December 31, 2024, RMR may request additional transitional services from you at a rate of $250 per hour, plus reimbursement of any approved out-of-pocket expenses. Any such services shall be deemed a consultancy and you shall perform such services as an independent contractor, assuming all applicable tax obligations. You acknowledge that as an independent contractor you will not be eligible for any benefits afforded employees of RMR.

Without limitation as to time, you agree to cooperate with RMR and any RMR Company, at reasonable, mutually agreed-upon times and places, with respect to all matters arising during or related to your continuing or past employment, including but not limited to all formal or informal matters in connection with any government investigation, internal investigation, litigation, regulatory or other proceeding which may have arisen or which may arise. RMR or such RMR Company will reimburse you for all reasonable out-of-pocket expenses (not including lost time or opportunity). RMR or such RMR Company will provide appropriate legal representation for you in a manner reasonably determined by RMR or such RMR Company.

X.NON-WAIVER

Any waiver by a party of a material breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.

XI.NON-ADMISSION

The parties agree and acknowledge that the considerations exchanged herein do not constitute and shall be not construed as constituting an admission of any sort on the part of either party.

XII.NON-USE IN SUBSEQUENT PROCEEDINGS

The parties agree that this Agreement may not be used as evidence in any subsequent proceeding of any kind except one in which one of the parties alleges a breach of the terms of this Agreement or the Waivers and Releases of Claims or one in which one of the parties elects to use this Agreement as a defense to any claim.

XIII.ADEA ACKNOWLEDGMENT

You acknowledge that you have carefully read and fully understand this Agreement. You acknowledge that you have not relied on any statement, written or oral, which is not set forth in this Agreement. You further acknowledge that you are hereby advised in writing to consult with an attorney prior to executing this Agreement; that you are not waiving or releasing any rights or claims that may arise after the date of execution of this Agreement; that you are releasing claims under the Age Discrimination in Employment Act (ADEA); that you execute this Agreement in exchange for monies in addition to those to which you are already entitled; that you were

Jennifer Francis

November 15, 2023

Page 7

provided a period of at least twenty-one (21) days within which to consider this Agreement and a period of seven (7) days following your execution of this Agreement to revoke your ADEA waiver as provided below; that if you voluntarily execute this Agreement prior to the expiration of the 21st day, you will voluntarily waive the remainder of the 21 day consideration period; that any changes to this Agreement by you once it has been presented to you will not restart the 21 day consideration period; and you enter into this Agreement knowingly, willingly and voluntarily in exchange for the retirement payments and benefits. To receive the retirement payments and benefits provided in this Agreement, this Agreement must be signed and returned to Diane Proctor, at, if by physical delivery, RMR, Two Newton Place, Suite 300, 255 Washington Street, Newton, MA 02458, or at, if by email delivery, dproctor@rmrgroup.com.

You may revoke your release of your ADEA claims up to seven (7) days following your signing this Agreement. Notice of revocation must be received in writing by Diane Proctor, at, if by physical delivery, RMR, Two Newton Place, Suite 300, 255 Washington Street, Newton, MA 02458, or at, if by email delivery, dproctor@rmrgroup.com, no later than the seventh day (excluding the date of execution) following the execution of this Agreement. The ADEA release is not effective or enforceable until expiration of the seven day period. However, the ADEA release becomes fully effective, valid and irrevocable if it has not been revoked within the seven day period immediately following your execution of this Agreement. The parties agree that if you exercise your right to revoke this Agreement, then you are not entitled to the retirement payments set forth in Section I.F. of this Agreement. This Agreement shall become effective eight (8) days after your execution if you have not revoked your signature as herein provided.

XIV.INDEMNIFICATION AND DEFENSE

Any and all indemnification agreements you have from RMR and any RMR Companies continue to provide for the respective parties’ rights and obligations with respect to the matters set forth therein. Further, you will maintain any rights you have to indemnification and defense under any bylaws or insurance policies by RMR as well as any rights you have under the common law.

XV.ENTIRE AGREEMENT

This Agreement, together with the Waivers and Releases of Claims, constitutes the entire agreement between the parties concerning the terms and conditions of your separation of employment from RMR and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties, except for the Mutual Agreement to Resolve Disputes and Arbitrate Claims, which remains in full force and effect. You agree that RMR has not made any warranties, representations, or promises to you regarding the meaning or implication of any provision of this Agreement other than as stated herein.

Jennifer Francis

November 15, 2023

Page 8

XVI.NO ORAL MODIFICATION

Any amendments to this Agreement shall be in writing and signed by you and an authorized representative of RMR.

XVII.SEVERABILITY

In the event that any provision hereof becomes or is declared by a court of competent jurisdiction or an arbitrator or arbitration panel to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision.

XVIII.GOVERNING LAW, JURISDICTION AND SUCCESSOR AND ASSIGNS

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without reference to any conflict of law principles, and shall be binding upon and inure to the benefit of you and your heirs, successors, and beneficiaries, and RMR and its agents, affiliates, representatives, successors, and assigns. If you die before receiving the payments stated herein, the remaining payments will be made to your spouse. If your spouse is not alive at the time, the remaining payments will be made to your estate. If you die or are incapacitated prior to executing the Waivers and Releases of Claims attached as Exhibit A and Exhibit B, your legal representative may sign on your behalf.

The parties irrevocably agree that any dispute regarding this Agreement shall be settled by binding arbitration in accordance with the Mutual Agreement to Resolve Disputes and Arbitrate Claims.

XIX.VOLUNTARY ACT

By signing this Agreement, you acknowledge and agree that you are doing so knowingly and voluntarily in order to receive the payments and benefits provided for herein. By signing this Agreement, you represent that you fully understand your right to review all aspects of this Agreement, that you have carefully read and fully understand all the provisions of this Agreement, that you had an opportunity to ask questions and consult with an attorney of your choice before signing this Agreement; and that you are freely, knowingly, and voluntarily entering into this Agreement.

If you determine to accept this Agreement, understand it, and consent to it, please sign in the space provided below and return a copy so signed to us.


						Very truly yours,

						/s/ Diane Proctor
						Diane Proctor
						Vice President, Human Resources

Jennifer Francis

November 15, 2023

Page 9




AGREED TO AND ACCEPTED:


/s/ Jennifer Francis
Jennifer Francis


Dated: November 15, 2023

EXHIBIT A
WAIVER AND RELEASE OF CLAIMS

You, your heirs, executors, legal representatives, successors and assigns, individually and in their beneficial capacity, hereby unconditionally and irrevocably release and forever discharge The RMR Group Inc. and The RMR Group LLC (together, "RMR"), Service Properties Trust, Diversified Healthcare Trust, Office Properties Income Trust, Industrial Logistics Properties Trust, Seven Hills Realty Trust, AlerisLife Inc., Sonesta International Hotels Corporation and any companies managed by RMR from time to time (the “RMR Companies”), and its and their past, present and future officers, directors, trustees, employees, representatives, shareholders, attorneys, agents, consultants, contractors, successors, and affiliates -hereinafter referred to as the "Releasees" -or any of them of and from any and all suits, claims, demands, interest, costs (including attorneys' fees and costs actually incurred), expenses, actions and causes of action, rights, liabilities, obligations, promises, agreements, controversies, losses and debts of any nature whatsoever related to or arising out of your employment or termination thereof, which you, your heirs, executors, legal representatives, successors and assigns, individually and/or in their beneficial capacity, now have, own or hold, or at any time heretofore ever had, owned or held, or could have owned or held, whether known or unknown, suspected or unsuspected, from the beginning of the world to the date of execution of this Waiver and Release of Claims including, without limitation, any claims arising at law or in equity or in a court, administrative, arbitration, or other tribunal of any state or country arising out of or in connection with your employment by RMR or any RMR Company; any claims against the Releasees based on statute, regulation, ordinance, contract, or tort; any claims against the Releasees relating to wages, compensation, benefits, retaliation, negligence, or wrongful discharge; any claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Older Workers' Benefit Protection Act, as amended, the Equal Pay Act, as amended, the Fair Labor Standards Act, as amended, the Employment Retirement Income Security Act, as amended, the Americans with Disabilities Act of 1990 ("ADA"), as amended, The ADA Amendments Act, the Lilly Ledbetter Fair Pay Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information NonDiscrimination Act, the Civil Rights Act of 1991, as amended, the Family Medical Leave Act of 1993, as amended, and the Rehabilitation Act, as amended; The Massachusetts Fair Employment Practices Act (Massachusetts General Laws Chapter 151B), The Massachusetts Equal Rights Act, The Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, The Massachusetts Civil Rights Act, the Massachusetts Payment of Wages Act (Massachusetts General Laws Chapter 149 sections 148 and 150), the Massachusetts Overtime regulations (Massachusetts General Laws Chapter 151 sections 1A and 1B), and the Massachusetts Meal Break regulations (Massachusetts General Laws Chapter 149 sections 100 and 101); and any other claims under any federal or state law for unpaid or delayed payment of wages, overtime, bonuses, commissions, incentive payments or severance, missed or interrupted meal periods, interest, attorneys' fees, costs, expenses, liquidated damages, treble damages or damages of any kind to the maximum extent permitted by law and any claims against the Releasees arising under any and all applicable state, federal, or local ordinances, statutory, common law, or other claims of any nature whatsoever except for claims that cannot be released by law.

A-1

Nothing in this Waiver and Release of Claims shall affect the EEOC's rights and responsibilities to enforce the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the National Labor Relations Act or any other applicable law, nor shall anything in this Waiver and Release of Claims be construed as a basis for interfering with your protected right to file a timely charge with, or participate in an investigation or proceeding conducted by, the EEOC, the National Labor Relations Board (the "NLRB"), or any other state, federal or local government entity; provided, however, if the EEOC, the NLRB, or any other state, federal or local government entity commences an investigation on your behalf, you specifically waive and release your right, if any, to recover any monetary or other benefits of any sort whatsoever arising from any such investigation or otherwise, nor will you seek or accept reinstatement to your former position with RMR.

Nothing in this Waiver and Release of Claims prohibits you from reporting possible violations of federal law or regulation, or disclosing any information, to any government agency or entity, including, but not limited to, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of applicable law. You do not need prior authorization of RMR to make any such reports or disclosures and you are not required to notify RMR that you have made such reports or disclosures.

You acknowledge that you have carefully read and fully understand this Waiver and Release of Claims. You acknowledge that you have not relied on any statement, written or oral, which is not set forth in this Waiver and Release of Claims. You further acknowledge that you are hereby advised in writing to consult with an attorney prior to executing this Waiver and Release of Claims; that you are not waiving or releasing any rights or claims that may arise after the date of execution of this Waiver and Release of Claims; that you are releasing claims under the Age Discrimination in Employment Act (ADEA); that you execute this Waiver and Release of Claims in exchange for monies in addition to those to which you are already entitled; that RMR gave you a period of at least twenty-one (21) days within which to consider this Waiver and Release of Claims and a period of seven (7) days following your execution of this Waiver and Release of Claims to revoke your ADEA waiver as provided below; that if you voluntarily execute this Waiver and Release of Claims prior to the expiration of the 21st day, you will voluntarily waive the remainder of the 21 day consideration period; that any changes to this Waiver and Release of Claims by you once it has been presented to you will not restart the 21 day consideration period; and you enter into this Waiver and Release of Claims knowingly, willingly and voluntarily in exchange for the retirement payments and benefits. To receive the retirement payments and benefits provided in the Agreement, this Waiver and Release of Claims must be signed and returned to Diane Proctor, at, if by physical delivery, RMR, Two Newton Place, Suite 300, 255 Washington Street, Newton, MA 02458, or at, if by email delivery, dproctor@rmrgroup.com, on any date between December 31, 2023 and January 31, 2024.

You may revoke your release of your ADEA claims up to seven (7) days following your signing this Waiver and Release of Claims. Notice of revocation must be received in writing by Diane Proctor, at, if by physical delivery, RMR, Two Newton Place, Suite 300, 255

A-2

Washington Street, Newton, MA 02458, or at, if by email delivery, dproctor@rmrgroup.com, no later than the seventh day (excluding the date of execution) following the execution of this Waiver and Release of Claims. The ADEA release is not effective or enforceable until expiration of the seven day period. However, the ADEA release becomes fully effective, valid and irrevocable if it has not been revoked within the seven day period immediately following your execution of this Waiver and Release of Claims. The parties agree that if you exercise your right to revoke this Waiver and Release of Claims, then you are not entitled to any of the retirement payments set forth in Section I.F. of the Agreement. This Waiver and Release of Claims shall become effective eight (8) days after your execution if you have not revoked your signature as herein provided.

I hereby provide this Waiver and Release of Claims as of the date indicated below and acknowledge that the execution of this Waiver and Release of Claims is in further consideration of the payments set forth in Section I.F. of the Agreement, to which I acknowledge I would not be entitled if I did not sign this Waiver and Release of Claims. I intend that this Waiver and Release of Claims become a binding agreement by and between me and RMR if I do not revoke my acceptance within seven (7) days.



/s/ Jennifer Francis
Jennifer Francis

Dated: November 15, 2023

A-3

EXHIBIT B
WAIVER AND RELEASE OF CLAIMS

You, your heirs, executors, legal representatives, successors and assigns, individually and in their beneficial capacity, hereby unconditionally and irrevocably release and forever discharge The RMR Group Inc. and The RMR Group LLC (together, "RMR"), Service Properties Trust, Diversified Healthcare Trust, Office Properties Income Trust, Industrial Logistics Properties Trust, Seven Hills Realty Trust, AlerisLife Inc., Sonesta International Hotels Corporation and any companies managed by RMR from time to time (the “RMR Companies”), and its and their past, present and future officers, directors, trustees, employees, representatives, shareholders, attorneys, agents, consultants, contractors, successors, and affiliates -hereinafter referred to as the "Releasees" -or any of them of and from any and all suits, claims, demands, interest, costs (including attorneys' fees and costs actually incurred), expenses, actions and causes of action, rights, liabilities, obligations, promises, agreements, controversies, losses and debts of any nature whatsoever related to or arising out of your employment or termination thereof, which you, your heirs, executors, legal representatives, successors and assigns, individually and/or in their beneficial capacity, now have, own or hold, or at any time heretofore ever had, owned or held, or could have owned or held, whether known or unknown, suspected or unsuspected, from the beginning of the world to the date of execution of this Waiver and Release of Claims including, without limitation, any claims arising at law or in equity or in a court, administrative, arbitration, or other tribunal of any state or country arising out of or in connection with your employment by RMR or any RMR Company; any claims against the Releasees based on statute, regulation, ordinance, contract, or tort; any claims against the Releasees relating to wages, compensation, benefits, retaliation, negligence, or wrongful discharge; any claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Older Workers' Benefit Protection Act, as amended, the Equal Pay Act, as amended, the Fair Labor Standards Act, as amended, the Employment Retirement Income Security Act, as amended, the Americans with Disabilities Act of 1990 ("ADA"), as amended, The ADA Amendments Act, the Lilly Ledbetter Fair Pay Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information NonDiscrimination Act, the Civil Rights Act of 1991, as amended, the Family Medical Leave Act of 1993, as amended, and the Rehabilitation Act, as amended; The Massachusetts Fair Employment Practices Act (Massachusetts General Laws Chapter 151B), The Massachusetts Equal Rights Act, The Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, The Massachusetts Civil Rights Act, the Massachusetts Payment of Wages Act (Massachusetts General Laws Chapter 149 sections 148 and 150), the Massachusetts Overtime regulations (Massachusetts General Laws Chapter 151 sections 1A and 1B), and the Massachusetts Meal Break regulations (Massachusetts General Laws Chapter 149 sections 100 and 101); and any other claims under any federal or state law for unpaid or delayed payment of wages, overtime, bonuses, commissions, incentive payments or severance, missed or interrupted meal periods, interest, attorneys' fees, costs, expenses, liquidated damages, treble damages or damages of any kind to the maximum extent permitted by law and any claims against the Releasees arising under any and all applicable state, federal, or local ordinances, statutory, common law, or other claims of any nature whatsoever except for claims that cannot be released by law.

B-1

You acknowledge that you have carefully read and fully understand this Waiver and Release of Claims. You acknowledge that you have not relied on any statement, written or oral, which is not set forth in this Waiver and Release of Claims. You further acknowledge that you are hereby advised in writing to consult with an attorney prior to executing this Waiver and Release of Claims; that you are not waiving or releasing any rights or claims that may arise after the date of execution of this Waiver and Release of Claims; that you are releasing claims under the Age Discrimination in Employment Act (ADEA); that you execute this Waiver and Release of Claims in exchange for monies in addition to those to which you are already entitled; that RMR gave you a period of at least twenty-one (21) days within which to consider this Waiver and Release of Claims and a period of seven (7) days following your execution of this Waiver and Release of Claims to revoke your ADEA waiver as provided below; that if you voluntarily execute this Waiver and Release of Claims prior to the expiration of the 21st day, you will voluntarily waive the remainder of the 21 day consideration period; that any changes to this Waiver and Release of Claims by you once it has been presented to you will not restart the 21 day consideration period; and you enter into this Waiver and Release of Claims knowingly, willingly and voluntarily in exchange for the release payments and benefits. To receive the release payments and benefits provided in the Agreement, this Waiver and Release of Claims must be signed and returned to Diane Proctor, at, if by physical delivery, RMR, Two Newton Place, Suite 300, 255 Washington Street, Newton, MA 02458, or at, if by email delivery, dproctor@rmrgroup.com, on any date between July 1, 2024 and August 1, 2024.

B-2

Washington Street, Newton, MA 02458, or at, if by email delivery, dproctor@rmrgroup.com, no later than the seventh day (excluding the date of execution) following the execution of this Waiver and Release of Claims. The ADEA release is not effective or enforceable until expiration of the seven day period. However, the ADEA release becomes fully effective, valid and irrevocable if it has not been revoked within the seven day period immediately following your execution of this Waiver and Release of Claims. The parties agree that if you exercise your right to revoke this Waiver and Release of Claims, then you are not entitled to any of the release payment set forth in Section I.F. of the Agreement. This Waiver and Release of Claims shall become effective eight (8) days after your execution if you have not revoked your signature as herein provided.

I hereby provide this Waiver and Release of Claims as of the date indicated below and acknowledge that the execution of this Waiver and Release of Claims is in further consideration of the payment set forth in Section I.F. of the Agreement, to which I acknowledge I would not be entitled if I did not sign this Waiver and Release of Claims. I intend that this Waiver and Release of Claims become a binding agreement by and between me and RMR if I do not revoke my acceptance within seven (7) days.



/s/ Jennifer Francis
Jennifer Francis

Dated: November 15, 2023

B-3

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Adam D. Portnoy, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The RMR Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 7, 2024			/s/ Adam D. Portnoy
			Adam D. Portnoy Managing Director, President and Chief Executive Officer (principal executive officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Matthew P. Jordan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The RMR Group Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 7, 2024			/s/ Matthew P. Jordan
			Matthew P. Jordan Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Sec. 1350

In connection with the filing by The RMR Group Inc. (the “Company”) of the Quarterly Report on Form 10-Q for the period ended December 31, 2023 (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Adam D. Portnoy						/s/ Matthew P. Jordan
Adam D. Portnoy Managing Director, President and Chief Executive Officer (principal executive officer)						Matthew P. Jordan Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)

Date: February 7, 2024

Cover Page - shares	3 Months Ended
Cover Page - shares	Dec. 31, 2023	Feb. 05, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-37616
Entity Registrant Name	RMR GROUP INC.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	47-4122583
Entity Address, Address Line One	Two Newton Place
Entity Address, Address Line Two	255 Washington Street
Entity Address, Address Line Three	Suite 300
Entity Address, City or Town	Newton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02458-1634
City Area Code	617
Local Phone Number	796-8230
Title of 12(b) Security	Class A common stock, $0.001 par value per share
Trading Symbol	RMR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001644378
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Class A Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		15,708,723
Class B-1 Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		1,000,000
Class B-2 Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		15,000,000

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023
Current assets:
Cash and cash equivalents	$ 202,428	$ 267,989
Prepaid and other current assets	9,271	6,997
Total current assets	325,705	386,309
Property and equipment, net of accumulated depreciation of $3,112 and $3,212, respectively	14,728	5,446
Equity method investment	22,102	18,651
Goodwill	71,620	1,859
Intangible assets, net of accumulated amortization of $1,113 and $983, respectively	21,356	167
Operating lease right of use assets	30,464	29,032
Deferred tax asset	17,356	18,220
Other assets, net of accumulated amortization of $80,678 and $78,324, respectively	113,125	115,479
Total assets	625,443	582,424
Current liabilities:
Reimbursable accounts payable and accrued expenses	77,709	77,924
Accounts payable and accrued expenses	42,494	22,578
Operating lease liabilities	5,875	5,068
Total current liabilities	126,078	105,570
Operating lease liabilities, net of current portion	25,580	25,044
Amounts due pursuant to tax receivable agreement, net of current portion	20,886	20,886
Other liabilities	23,534	7,261
Mortgage note payable	4,730	0
Total liabilities	200,808	158,761
Commitments and contingencies
Equity:
Additional paid in capital	116,598	116,010
Retained earnings	420,093	413,096
Cumulative common distributions	(295,756)	(289,072)
Total shareholders’ equity	240,967	240,066
Noncontrolling interest in The RMR Group LLC	183,226	183,597
Noncontrolling interest in consolidated entity	442	0
Total noncontrolling interests	183,668	183,597
Total equity	424,635	423,663
Total liabilities and equity	625,443	582,424
Related Party
Current assets:
Due from related parties	114,006	111,323
Due from related parties, net of current portion	8,987	7,261
Class A Common Stock
Equity:
Common stock	16	16
Class B-1 Common Stock
Equity:
Common stock	1	1
Class B-2 Common Stock
Equity:
Common stock	$ 15	$ 15

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023
Accumulated depreciation	$ 3,112	$ 3,212
Accumulated amortization	1,113	983
Accumulated amortization	$ 80,678	$ 78,324
Class A Common Stock
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	31,950,000
Common stock, shares issued (in shares)	15,710,555	15,712,007
Common stock shares outstanding (in shares)	15,710,555	15,712,007
Class B-1 Common Stock
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	1,000,000	1,000,000
Common stock, shares issued (in shares)	1,000,000	1,000,000
Common stock shares outstanding (in shares)	1,000,000	1,000,000
Class B-2 Common Stock
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	15,000,000	15,000,000
Common stock, shares issued (in shares)	15,000,000	15,000,000
Common stock shares outstanding (in shares)	15,000,000	15,000,000

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenues:
Total revenues	$ 261,671	$ 250,740
Expenses:
Compensation and benefits	34,772	33,264
Equity based compensation	2,829	2,850
Separation costs	3,544	438
Total compensation and benefits expense	41,145	36,552
General and administrative	9,511	9,163
Other reimbursable expenses	195,998	184,489
Transaction and acquisition related costs	3,987	0
Depreciation and amortization	423	268
Total expenses	251,064	230,472
Operating income	10,607	20,268
Interest income	3,508	1,770
Gain (loss) on equity method investments	4,049	(5,314)
Income before income tax expense	18,164	16,724
Income tax expense	(2,638)	(2,484)
Net income	15,526	14,240
Net income attributable to noncontrolling interest in The RMR Group LLC	(8,531)	(7,903)
Net loss attributable to noncontrolling interest in consolidated entity	2	0
Net income attributable to The RMR Group Inc.	$ 6,997	$ 6,337
Weighted average common shares outstanding - basic (in shares)	16,508	16,404
Weighted average common shares outstanding - diluted (in shares)	31,512	31,413
Net income attributable to The RMR Group Inc. per common share - basic (in dollars per share)	$ 0.42	$ 0.38
Net income attributable to The RMR Group Inc. per common share - diluted (in dollars per share)	$ 0.41	$ 0.37
Total management, incentive and advisory services revenues
Revenues:
Total revenues	$ 46,518	$ 49,639
Management services
Revenues:
Total revenues	45,094	48,548
Incentive fees
Revenues:
Total revenues	299	0
Advisory services
Revenues:
Total revenues	1,125	1,091
Total reimbursable costs
Revenues:
Total revenues	215,153	201,101
Reimbursable compensation and benefits
Revenues:
Total revenues	16,828	14,323
Reimbursable equity based compensation
Revenues:
Total revenues	2,327	2,289
Other reimbursable expenses
Revenues:
Total revenues	$ 195,998	$ 184,489

Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Total Shareholders' Equity	Common Stock Class A Common Stock	Common Stock Class B-1 Common Stock	Common Stock Class B-2 Common Stock	Additional Paid In Capital	Retained Earnings	Cumulative Common Distributions	The RMR Group LLC	Consolidated Entity
Beginning balance at Sep. 30, 2022	$ 369,739	$ 206,621	$ 16	$ 1	$ 15	$ 113,136	$ 355,949	$ (262,496)	$ 163,118	$ 0
Increase (Decrease) in Shareholders' Equity
Share awards, net	594	594				594
Net income	14,240	6,337					6,337		7,903
Tax distributions to member	(3,839)								(3,839)
Common share distributions	(11,442)	(6,642)						(6,642)	(4,800)
Ending balance at Dec. 31, 2022	369,292	206,910	16	1	15	113,730	362,286	(269,138)	162,382	0
Beginning balance at Sep. 30, 2023	423,663	240,066	16	1	15	116,010	413,096	(289,072)	183,597	0
Increase (Decrease) in Shareholders' Equity
Share awards, net	588	588				588
Net income	15,526	6,997					6,997		8,531	(2)
Tax distributions to member	(4,102)								(4,102)
Common share distributions	(11,484)	(6,684)						(6,684)	(4,800)
Acquisition of MPC Partnership Holdings LLC	444									444
Ending balance at Dec. 31, 2023	$ 424,635	$ 240,967	$ 16	$ 1	$ 15	$ 116,598	$ 420,093	$ (295,756)	$ 183,226	$ 442

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income	$ 15,526	$ 14,240
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	423	268
Straight line office rent	(89)	(100)
Amortization expense related to other assets	2,354	2,354
Provision (benefit) for deferred income taxes	864	(440)
Operating expenses paid in The RMR Group Inc. common shares	600	619
Distributions from investments	598	427
(Gain) loss on equity method investments	(4,049)	5,314
Changes in assets and liabilities:
Due from related parties	4,491	(11,856)
Prepaid and other current assets	(901)	(378)
Reimbursable accounts payable and accrued expenses	(215)	6,992
Accounts payable and accrued expenses	10,329	10,660
Net cash from operating activities	29,931	28,100
Cash Flows from Investing Activities:
Acquisition of MPC Partnership Holdings LLC, net of cash acquired	(78,771)	0
Purchase of property and equipment	(1,123)	(917)
Net cash used in investing activities	(79,894)	(917)
Cash Flows from Financing Activities:
Distributions to noncontrolling interests	(8,902)	(8,639)
Distributions to common shareholders	(6,684)	(6,642)
Repurchase of common shares	(12)	(25)
Net cash used in financing activities	(15,598)	(15,306)
(Decrease) increase in cash and cash equivalents	(65,561)	11,877
Cash and cash equivalents at beginning of period	267,989	189,088
Cash and cash equivalents at end of period	202,428	200,965
Supplemental Disclosures:
Income taxes paid	220	0
Non-cash investing and financing activities:
Recognition of right of use assets and related lease liabilities	2,652	2,769
Contingent consideration liability	14,547	0
Write-off of fully depreciated property and equipment	393	227
Assumption of mortgage note payable	$ 5,429	$ 0

Organization	3 Months Ended
Organization	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization The RMR Group Inc., or RMR Inc., is a holding company and substantially all of its business is conducted by its majority owned subsidiary, The RMR Group LLC, or RMR LLC. RMR Inc. is a Maryland corporation and RMR LLC is a Maryland limited liability company. RMR Inc. serves as the sole managing member of RMR LLC and, in that capacity, operates and controls the business and affairs of RMR LLC. In these condensed consolidated financial statements, unless otherwise indicated, “we”, “us” and “our” refer to RMR Inc. and its direct and indirect subsidiaries, including RMR LLC. As of December 31, 2023, RMR Inc. owned 15,710,555 class A membership units of RMR LLC, or Class A Units, and 1,000,000 class B membership units of RMR LLC, or Class B Units. The aggregate RMR LLC membership units RMR Inc. owns represented 52.7% of the economic interest of RMR LLC as of December 31, 2023. We refer to economic interest as the right of a holder of a Class A Unit or Class B Unit to share in distributions made by RMR LLC and, upon liquidation, dissolution or winding up of RMR LLC, to share in the assets of RMR LLC after payments to creditors. A wholly owned subsidiary of ABP Trust, a Maryland statutory trust, owns 15,000,000 redeemable Class A Units, representing 47.3% of the economic interest of RMR LLC as of December 31, 2023, which is presented as noncontrolling interest in The RMR Group LLC within the condensed consolidated financial statements. Adam D. Portnoy, the Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee of ABP Trust, and owns all of ABP Trust’s voting securities. RMR LLC provides management services to four publicly traded equity real estate investment trusts, or REITs: Diversified Healthcare Trust, or DHC, which owns medical office and life science properties, senior living communities and other healthcare related properties; Industrial Logistics Properties Trust, or ILPT, which owns and leases industrial and logistics properties; Office Properties Income Trust, or OPI, which owns and leases office properties primarily to single tenants and those with high credit quality characteristics; and Service Properties Trust, or SVC, which owns a diverse portfolio of hotels and service-focused retail net lease properties. DHC, ILPT, OPI and SVC are collectively referred to as the Managed Equity REITs. RMR LLC’s wholly owned subsidiary, Tremont Realty Capital LLC, or Tremont, an investment adviser registered with the Securities and Exchange Commission, or SEC, provides advisory services for Seven Hills Realty Trust, or SEVN. SEVN is a publicly traded mortgage REIT that focuses on originating and investing in first mortgage loans secured by middle market and transitional commercial real estate. Tremont may also act as a transaction broker for non-investment advisory clients for negotiated fees, which we refer to as the Tremont business. RMR LLC also provided management services to TravelCenters of America Inc., or TA, until it was acquired by BP Products North America Inc., or BP, on May 15, 2023. TA, a publicly traded operating company until the time BP acquired it, operates and franchises travel centers primarily along the United States, or U.S., interstate highway system, many of which are owned by SVC, and standalone truck service facilities. The Managed Equity REITs, SEVN, and until May 15, 2023, TA, are collectively referred to as the Perpetual Capital clients. RMR LLC provides management services to AlerisLife Inc., or AlerisLife, an operator of senior living communities, many of which are owned by DHC, and Sonesta International Hotels Corporation, or Sonesta, a privately owned franchisor and operator of hotels, resorts and cruise ships in the United States, Latin America, the Caribbean and the Middle East, and many of the U.S. hotels that Sonesta operates are owned by SVC. On December 19, 2023, or the Acquisition Date, RMR LLC acquired MPC Partnership Holdings LLC, or MPC, including MPC’s management agreements, or the Acquisition. In connection with the Acquisition, RMR LLC started providing management services through MPC and its subsidiaries to multiple private funds and the underlying residential real estate assets of the funds. The residential real estate we manage through MPC and its subsidiaries are presented as RMR Residential in these condensed consolidated financial statements. For additional information regarding the Acquisition, see Note 3, Acquisition of MPC Partnership Holdings LLC. In addition, RMR LLC provides management services to other private capital vehicles including ABP Trust and other private entities that own commercial real estate, of which certain of our Managed Equity REITs own minority equity interests. These other private clients, along with AlerisLife, Sonesta and clients of RMR Residential are collectively referred to as the Private Capital clients.

Basis of Presentation	3 Months Ended
Basis of Presentation	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, or our 2023 Annual Report. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. We report our results in a single reportable segment, which reflects how our chief operating decision maker, or the CODM, allocates resources and evaluates our financial results. Preparation of these financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that may affect the amounts reported in these condensed consolidated financial statements and related notes. Significant estimates in the accompanying condensed consolidated financial statements include purchase price allocations, useful lives of intangibles and the fair value of certain assets and liabilities. The actual results could differ from these estimates. Recent Accounting Pronouncements Segments. On November 27, 2023, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Codification, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU No. 2023-07, which requires public entities to: i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting, or ASC 280, in interim periods; and iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. Public entities with a single reportable segment must apply all the disclosure requirements of ASU No. 2023-07, as well as all the existing segment disclosures under ASC 280. The amendments in ASU No. 2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU No. 2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact ASU No. 2023-07 will have on our consolidated financial statements and disclosures. Income Taxes. On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU No. 2023-09, which requires public entities to enhance its annual income tax disclosures by requiring: i) consistent categories and greater disaggregation of information in the rate reconciliation, and ii) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our consolidated financial statements and disclosures.

Acquisition of MPC Partnership Holdings LLC

3 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisition of MPC Partnership Holdings LLC

The following table summarizes the consideration transferred as of the Acquisition Date and excludes transaction costs:


Cash consideration paid by RMR LLC	$	84,474
Earnout	14,547
Total consideration	$	99,021

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Acquisition Date:


Assets acquired:
Cash and cash equivalents	$	5,703

Real estate	8,460
Due from related parties	6,788
Prepaid and other current assets	1,373
Intangible assets:
Property management and investment management agreements	13,694
Trade name	5,047
Investor relationships	1,874
Acquired leases	703
Total intangible assets	21,318

Total assets acquired	43,642
Liabilities assumed:
Mortgage note payable	4,726


Other liabilities	9,213
Total liabilities	13,939
Net identifiable assets acquired	29,703
Noncontrolling interests in consolidated entity	(444)
Goodwill	69,762
Total consideration	$	99,021

Real estate, acquired leases and mortgage note payable


Land	$	1,400
Building and improvements	7,060
Acquired leases	703
Total real estate and acquired leases	$	9,163

Property management and investment management agreements

Trade name

MPC operates many of its residential properties under the trade name ARIUM. We concluded this asset has an indefinite life.

Investor relationships

Managed funds

Pro Forma Financial Information


	Three Months Ended December 31,
	2023		2022
Total revenues	$	273,289	$	269,069
Net income	9,998		11,804
Net income attributable to The RMR Group Inc.	4,514		7,249

The amounts above reflect certain pro forma adjustments that were directly attributable to the Acquisition as follows:

•adjustments to amortize the intangible assets recognized as a result of the Acquisition;

•adjustments to the historical depreciation of MPC’s property and equipment to reflect the depreciation resulting from the fair value measurement of such property and equipment;

•adjustments to interest expense resulting from the fair value measurement of the mortgage note payable; and

•adjustments to reflect the related transaction costs of $3,852 as if they had occurred as of October 1, 2022.

Revenue Recognition	3 Months Ended
Revenue Recognition	Dec. 31, 2023
Revenue Recognition [Abstract]
Revenue Recognition	Revenue Recognition Revenues from services we provide are recognized as earned over time as the services provided represent performance obligations that are satisfied over time. Management Agreements with the Managed Equity REITs We are party to a business management and a property management agreement with each Managed Equity REIT. The following is a summary of the fees we earn pursuant to our business management agreements with the Managed Equity REITs. For a summary of the fees we earn pursuant to our property management agreements with the Managed Equity REITs, see Property Management Agreements, below. Base Business Management Fees — We earn annual base business management fees from the Managed Equity REITs by providing continuous services pursuant to business management agreements equal to the lesser of: •the sum of (a) 0.5% of the historical cost of transferred real estate assets, if any, as defined in the applicable business management agreement, plus (b) 0.7% of the average invested capital (exclusive of the transferred real estate assets), as defined in the applicable business management agreement, up to $250,000, plus (c) 0.5% of the average invested capital exceeding $250,000; and •the sum of (a) 0.7% of the average market capitalization, as defined in the applicable business management agreement, up to $250,000, plus (b) 0.5% of the average market capitalization exceeding $250,000. The foregoing base business management fees are paid in cash monthly in arrears. We earned aggregate base business management fees from the Managed Equity REITs of $21,550 and $21,373 for the three months ended December 31, 2023 and 2022, respectively. Incentive Business Management Fees — We also may earn annual incentive business management fees from the Managed Equity REITs under the business management agreements. The incentive business management fees, which are payable in cash, are contingent performance based fees recognized only when earned at the end of each respective measurement period. Incentive business management fees are excluded from the transaction price until it becomes probable that there will not be a significant reversal of cumulative revenue recognized. The incentive business management fees are calculated for each Managed Equity REIT as 12.0% of the product of (a) the equity market capitalization of the Managed Equity REIT, as defined in the applicable business management agreement, on the last trading day of the year immediately prior to the relevant measurement period and (b) the amount, expressed as a percentage, by which the Managed Equity REIT’s total return per share, as defined in the applicable business management agreement, exceeded the applicable benchmark total return per share, as defined in the applicable business management agreement, of a specified REIT index identified in the applicable business management agreement for the measurement period, as adjusted for net share issuances during the period and subject to caps on the values of the incentive fees. The measurement period for the annual incentive business management fees is defined as the three year period ending on December 31 of the year for which such fee is being calculated. We did not earn incentive business management fees from the Managed Equity REITs for calendar years 2023 or 2022. Other Management Agreements We earn management fees by providing continuous services pursuant to the management agreements with ABP Trust regarding AlerisLife; with Sonesta and until May 15, 2023, with TA; equal to 0.6% of: (i) in the case of AlerisLife, AlerisLife’s revenues from all sources reportable under GAAP, less any revenues reportable by AlerisLife with respect to properties for which it provides management services, plus the gross revenues at those properties determined in accordance with GAAP; (ii) in the case of Sonesta, Sonesta’s revenues from all sources reportable under GAAP, less any revenues reportable by Sonesta with respect to hotels for which it provides management services, plus the gross revenues at those hotels determined in accordance with GAAP; and (iii) in the case of TA, the sum of TA’s gross fuel margin, as defined in the applicable agreement, plus TA’s total nonfuel revenues. These management fees are estimated and payable in cash monthly in advance. We also earn management fees from certain other Private Capital clients based on a percentage of average invested capital, as defined in the applicable management agreements. These management fees are payable in cash monthly in arrears. We earned aggregate base business management fees from TA and the Private Capital clients of $6,682 and $10,578 for the three months ended December 31, 2023 and 2022, respectively. Property Management Agreements We earn property management fees by providing continuous services pursuant to property management agreements with the Managed Equity REITs, SEVN, RMR Residential and certain Private Capital clients. We generally earn fees under these agreements between 2.5% to 3.5% of gross collected rents. Also, under the terms of the property management agreements, we receive additional fees for construction supervision services up to 5.0% of the cost of such construction. In addition, we earn fees under our RMR Residential property management agreements for providing certain marketing, information technology and other management services, as defined in the applicable management agreements, which are included in management services revenue in our condensed consolidated financial statements. These management fees are payable in cash monthly in arrears. For the three months ended December 31, 2023 and 2022, we earned aggregate property management fees of $16,862 and $16,597, respectively, including construction supervision fees of $5,271 and $5,686, respectively. Management Agreements with Advisory Clients Tremont is primarily compensated pursuant to its management agreement with SEVN at an annual rate of 1.5% of equity, as defined in the applicable agreement. Tremont may also earn an incentive fee under its management agreement with SEVN equal to the difference between: (a) the product of (i) 20% and (ii) the difference between (A) core earnings, as defined in the agreement, for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (B) the product of (1) equity in the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (2) 7% per year and (b) the sum of any incentive fees paid to Tremont with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). No incentive fee shall be payable with respect to any calendar quarter unless core earnings for the 12 most recently completed calendar quarters in the aggregate is greater than zero. The incentive fee may not be less than zero. Tremont earned incentive fees from SEVN of $299 for the three months ended December 31, 2023. Tremont did not earn incentive fees from SEVN for the three months ended December 31, 2022. We earned advisory services revenue of $1,125 and $1,091 for the three months ended December 31, 2023 and 2022, respectively. Reimbursable Costs We determined we control the services provided by third parties for certain of our clients and therefore account for the cost of these services and the related reimbursement revenue on a gross basis. Reimbursable Compensation and Benefits — Reimbursable compensation and benefits include reimbursements, at cost, that arise primarily from services our employees provide pursuant to our property management agreements at the properties of our clients. A significant portion of these compensation and benefits are charged or passed through to and paid by tenants of our clients. We recognize the revenue for reimbursements when we incur the related reimbursable compensation and benefits expense on behalf of our clients. Reimbursable Equity Based Compensation — Reimbursable equity based compensation includes awards of common shares by our clients directly to certain of our officers and employees in connection with the provision of management services to those clients. The revenue in respect of each award is based on the fair value as of the award date for those shares that have vested, with subsequent changes in the fair value of the unvested awards being recognized in our condensed consolidated statements of income over the requisite service periods. We record an equal, offsetting amount as equity based compensation expense for the value of these awards. Other Reimbursable Expenses — Other reimbursable expenses include reimbursements that arise from services we provide pursuant to our property management agreements, which include third party costs related to matters such as maintenance and repairs, development costs, security and cleaning services, a significant portion of which are charged or passed through to and paid by tenants of our clients.

Equity Method Investments	3 Months Ended
Equity Method Investments	Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investments	Equity Method Investments Seven Hills Realty Trust As of December 31, 2023, Tremont owned 1,708,058, or approximately 11.5%, of SEVN’s outstanding common shares. We account for our investment in SEVN using the equity method of accounting because we are deemed to exert significant influence, but not control, over SEVN’s most significant activities. We elected the fair value option to account for our equity method investment in SEVN and determine fair value using the closing price of SEVN’s common shares as of the end of the period, which is a Level 1 fair value input. The aggregate market value of our investment in SEVN as of December 31, 2023 and September 30, 2023, based on quoted market prices, was $22,102 and $18,651, respectively. The unrealized gain in our condensed consolidated statements of income related to our investment in SEVN was $4,049 and $376 for the three months ended December 31, 2023 and 2022, respectively. We received distributions from SEVN of $598 and $427 for the three months ended December 31, 2023 and 2022, respectively. TravelCenters of America Inc. Until BP acquired TA on May 15, 2023, we owned 621,853, or approximately 4.1%, of TA’s outstanding common shares, that had a cost of $13,701. We previously accounted for our investment in TA using the equity method of accounting because we were deemed to exert significant influence, but not control, over TA’s most significant activities. Under the fair value option, we determined fair value using the closing price of TA’s common shares as of the end of the period, which was a Level 1 fair value input, and recorded changes in fair value in earnings in our condensed consolidated statements of income. We recorded a loss in our consolidated statements of income related to our investment in TA of $5,690 for the three months ended December 31, 2022.

Income Taxes

3 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

A reconciliation of the statutory income tax rate to the effective tax rate is as follows:


	Three Months Ended December 31,
	2023		2022
Income taxes computed at the federal statutory rate	21.0	%	21.0	%
State taxes, net of federal benefit	2.8	%	3.1	%

Permanent items	0.6	%	0.7	%
Net income attributable to noncontrolling interest	(9.9)	%	(9.9)	%

Total	14.5	%	14.9	%

Fair Value of Financial Instruments

3 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

The tables below presents our financial assets and liabilities measured at fair value on a recurring basis:




	December 31, 2023
	Total		Level 1		Level 2		Level 3



Due from related parties related to share based payment awards	$	12,807	$	12,807	$	—	$	—
Equity method investment in SEVN	22,102		22,102		—		—


Employer compensation liability related to share based payment awards	12,807		12,807		—		—

Earnout liability	14,547		—		—		14,547


	September 30, 2023
	Total		Level 1		Level 2		Level 3













Due from related parties related to share based payment awards	$	10,695	$	10,695	$	—	$	—
Equity method investment in SEVN	18,651		18,651		—		—
Employer compensation liability related to share based payment awards	10,695		10,695		—		—

Fair Value

Valuation Technique

Unobservable Input

Range

Earnout liability

14,547

Monte Carlo

Capital deployment volatility

15.00%

Discount rate

5.80%

The table below presents a summary of the changes in fair value for our Earnout liability measured on a recurring basis:


	Three Months Ended
	12/31/2023
Beginning balance	$	—
Acquisition of MPC Partnership Holdings LLC	14,547
Ending Balance	$	14,547

Related Person Transactions

3 Months Ended

Dec. 31, 2023

Related Person Transactions

Additional information about our related person transactions appears in Note 9, Shareholders’ Equity, and in our 2023 Annual Report.

Revenues from Related Parties

For the three months ended December 31, 2023 and 2022, we recognized revenues from related parties as set forth in the following table:


	Three Months Ended December 31, 2023						Three Months Ended December 31, 2022
	Total						Total
	Management						Management
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Perpetual Capital:
DHC	$	6,321	$	45,216	$	51,537	$	6,456	$	51,872	$	58,328
ILPT	9,041		10,676		19,717		9,020		10,736		19,756
OPI	8,479		68,377		76,856		10,208		95,535		105,743
SVC	11,623		73,799		85,422		9,768		20,595		30,363
Total Managed Equity REITs	35,464		198,068		233,532		35,452		178,738		214,190
SEVN	1,433		1,534		2,967		1,091		1,137		2,228
TA (1)	—		—		—		4,191		1,728		5,919
	36,897		199,602		236,499		40,734		181,603		222,337

Private Capital:
AlerisLife (2)	1,382		—		1,382		1,264		97		1,361
Sonesta	2,223		—		2,223		2,126		515		2,641
RMR Residential	714		912		1,626		—		—		—


Other private entities	5,302		14,639		19,941		5,515		18,886		24,401
	9,621		15,551		25,172		8,905		19,498		28,403



Total revenues	$	46,518	$	215,153	$	261,671	$	49,639	$	201,101	$	250,740

(1)On May 15, 2023, BP acquired TA and TA terminated its management agreement with us.

Amounts Due From Related Parties

The following table presents amounts due from related parties as of the dates indicated:


	December 31, 2023						September 30, 2023
	Accounts		Reimbursable				Accounts		Reimbursable
	Receivable		Costs		Total		Receivable		Costs		Total
Perpetual Capital:
DHC	$	4,764	$	17,824	$	22,588	$	5,953	$	13,434	$	19,387
ILPT	3,658		6,024		9,682		4,597		5,869		10,466
OPI	6,565		50,114		56,679		7,427		51,912		59,339
SVC	5,402		8,728		14,130		5,528		8,423		13,951
Total Managed Equity REITs	20,389		82,690		103,079		23,505		79,638		103,143
SEVN	2,051		1,935		3,986		1,663		1,921		3,584

	22,440		84,625		107,065		25,168		81,559		106,727

Private Capital:
AlerisLife (1)	91		—		91		74		—		74
Sonesta	87		—		87		89		—		89

RMR Residential	6,999		—		6,999		—		—		—
Other private entities	2,860		5,891		8,751		4,634		7,060		11,694
	10,037		5,891		15,928		4,797		7,060		11,857

	$	32,477	$	90,516	$	122,993	$	29,965	$	88,619	$	118,584

Leases

Tax-Related Payments

Separation Arrangements

Shareholders’ Equity

3 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Shareholders’ Equity

Distributions

During the three months ended December 31, 2023 and 2022, we declared and paid dividends on our Class A Common Shares and Class B-1 common stock, or Class B-1 Common Shares, as follows:


Declaration	Record	Paid	Distributions		Total
Date	Date	Date	Per Common Share		Distributions
Three Months Ended December 31, 2023
10/12/2023	10/23/2023	11/16/2023	$	0.40	$	6,684


			$	0.40	$	6,684
Three Months Ended December 31, 2022
10/13/2022	10/24/2022	11/17/2022	$	0.40	$	6,642


			$	0.40	$	6,642

These dividends were funded in part by distributions from RMR LLC to holders of its membership units as follows:


			Distributions Per		Total		RMR LLC		RMR LLC
Declaration	Record	Paid	RMR LLC		RMR LLC		Distributions		Distributions
Date	Date	Date	Membership Unit		Distributions		to RMR Inc.		to ABP Trust
Three Months Ended December 31, 2023
10/12/2023	10/23/2023	11/16/2023	$	0.32	$	10,148	$	5,348	$	4,800


			$	0.32	$	10,148	$	5,348	$	4,800
Three Months Ended December 31, 2022
10/13/2022	10/24/2022	11/17/2022	$	0.32	$	10,114	$	5,314	$	4,800


			$	0.32	$	10,114	$	5,314	$	4,800

The remainder of the dividends noted above were funded with cash accumulated at RMR Inc.

Per Common Share Amounts

3 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Per Common Share Amounts

The calculation of basic and diluted earnings per share for the three months ended December 31, 2023 and 2022, is as follows (amounts in thousands, except per share amounts):


	Three Months Ended December 31,
	2023		2022
Numerators:
Net income attributable to The RMR Group Inc.	$	6,997	$	6,337
Less: income attributable to unvested participating securities	(85)		(81)
Net income attributable to The RMR Group Inc. used in calculating basic EPS	6,912		6,256
Effect of dilutive securities:
Add back: income attributable to unvested participating securities	85		81

Add back: net income attributable to noncontrolling interest in The RMR Group LLC (1)	8,531		7,903
Add back: income tax expense	2,638		2,484
Less: income tax expense assuming redemption of noncontrolling interest’s Class A Units for Class A Common Shares (2)	(5,182)		(4,983)
Net income used in calculating diluted EPS	$	12,984	$	11,741

Denominators:
Common shares outstanding	16,711		16,605


Less: unvested participating securities and incremental impact of weighted average	(203)		(201)
Weighted average common shares outstanding - basic	16,508		16,404
Effect of dilutive securities:
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A Common Shares	15,000		15,000
Add: incremental unvested shares	4		9
Weighted average common shares outstanding - diluted	31,512		31,413

Net income attributable to The RMR Group Inc. per common share - basic	$	0.42	$	0.38
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.41	$	0.37

(1)Net loss attributable to noncontrolling interest in consolidated entity is not adjusted when calculating diluted earnings per share.

Net Income Attributable to RMR Inc.

3 Months Ended

Dec. 31, 2023

Net Income Attributable to RMR Inc.

Net Income Attributable to RMR Inc.

Net income attributable to RMR Inc. for the three months ended December 31, 2023 and 2022, is calculated as follows:


	Three Months Ended December 31,

	2023		2022
Income before income tax expense	$	18,164	$	16,724
RMR Inc. franchise tax expense and interest income	(132)		(74)


Net income before noncontrolling interest	18,032		16,650
Net income attributable to noncontrolling interest in The RMR Group LLC	(8,531)		(7,903)
Net income attributable to noncontrolling interest in consolidated entity	2		—
Net income attributable to RMR Inc. before income tax expense	9,503		8,747

Income tax expense attributable to RMR Inc.	(2,638)		(2,484)
RMR Inc. franchise tax expense and interest income	132		74
Net income attributable to RMR Inc.	$	6,997	$	6,337

Basis of Presentation (Policies)	3 Months Ended
Basis of Presentation (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	The accompanying condensed consolidated financial statements are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, or our 2023 Annual Report. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Segments. On November 27, 2023, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Codification, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU No. 2023-07, which requires public entities to: i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting, or ASC 280, in interim periods; and iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. Public entities with a single reportable segment must apply all the disclosure requirements of ASU No. 2023-07, as well as all the existing segment disclosures under ASC 280. The amendments in ASU No. 2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU No. 2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact ASU No. 2023-07 will have on our consolidated financial statements and disclosures. Income Taxes. On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU No. 2023-09, which requires public entities to enhance its annual income tax disclosures by requiring: i) consistent categories and greater disaggregation of information in the rate reconciliation, and ii) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our consolidated financial statements and disclosures.

Acquisition of MPC Partnership Holdings LLC (Tables)

3 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the consideration transferred as of the Acquisition Date and excludes transaction costs:


Cash consideration paid by RMR LLC	$	84,474
Earnout	14,547
Total consideration	$	99,021

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Acquisition Date:


Assets acquired:
Cash and cash equivalents	$	5,703

Real estate	8,460
Due from related parties	6,788
Prepaid and other current assets	1,373
Intangible assets:
Property management and investment management agreements	13,694
Trade name	5,047
Investor relationships	1,874
Acquired leases	703
Total intangible assets	21,318

Total assets acquired	43,642
Liabilities assumed:
Mortgage note payable	4,726


Other liabilities	9,213
Total liabilities	13,939
Net identifiable assets acquired	29,703
Noncontrolling interests in consolidated entity	(444)
Goodwill	69,762
Total consideration	$	99,021

The allocation of the fair value of the Woodstock Property and related acquired leases as of the Acquisition Date is as follows:


Land	$	1,400
Building and improvements	7,060
Acquired leases	703
Total real estate and acquired leases	$	9,163

Business Acquisition, Pro Forma Information

The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of future operations or results had the Acquisition been completed as of October 1, 2022.


	Three Months Ended December 31,
	2023		2022
Total revenues	$	273,289	$	269,069
Net income	9,998		11,804
Net income attributable to The RMR Group Inc.	4,514		7,249

Income Taxes (Tables)

3 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Reconciliation of the Statutory Income Tax Rate to the Effective Tax Rate

A reconciliation of the statutory income tax rate to the effective tax rate is as follows:


	Three Months Ended December 31,
	2023		2022
Income taxes computed at the federal statutory rate	21.0	%	21.0	%
State taxes, net of federal benefit	2.8	%	3.1	%

Permanent items	0.6	%	0.7	%
Net income attributable to noncontrolling interest	(9.9)	%	(9.9)	%

Total	14.5	%	14.9	%

Fair Value of Financial Instruments (Tables)

3 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value

The tables below presents our financial assets and liabilities measured at fair value on a recurring basis:




	December 31, 2023
	Total		Level 1		Level 2		Level 3



Due from related parties related to share based payment awards	$	12,807	$	12,807	$	—	$	—
Equity method investment in SEVN	22,102		22,102		—		—


Employer compensation liability related to share based payment awards	12,807		12,807		—		—

Earnout liability	14,547		—		—		14,547


	September 30, 2023
	Total		Level 1		Level 2		Level 3













Due from related parties related to share based payment awards	$	10,695	$	10,695	$	—	$	—
Equity method investment in SEVN	18,651		18,651		—		—
Employer compensation liability related to share based payment awards	10,695		10,695		—		—

Fair Value Measurement Inputs and Valuation Techniques

Fair Value

Valuation Technique

Unobservable Input

Range

Earnout liability

14,547

Monte Carlo

Capital deployment volatility

15.00%

Discount rate

5.80%

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The table below presents a summary of the changes in fair value for our Earnout liability measured on a recurring basis:


	Three Months Ended
	12/31/2023
Beginning balance	$	—
Acquisition of MPC Partnership Holdings LLC	14,547
Ending Balance	$	14,547

Related Person Transactions (Tables)

3 Months Ended

Dec. 31, 2023

Schedule of Related Party Transactions

For the three months ended December 31, 2023 and 2022, we recognized revenues from related parties as set forth in the following table:


	Three Months Ended December 31, 2023						Three Months Ended December 31, 2022
	Total						Total
	Management						Management
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Perpetual Capital:
DHC	$	6,321	$	45,216	$	51,537	$	6,456	$	51,872	$	58,328
ILPT	9,041		10,676		19,717		9,020		10,736		19,756
OPI	8,479		68,377		76,856		10,208		95,535		105,743
SVC	11,623		73,799		85,422		9,768		20,595		30,363
Total Managed Equity REITs	35,464		198,068		233,532		35,452		178,738		214,190
SEVN	1,433		1,534		2,967		1,091		1,137		2,228
TA (1)	—		—		—		4,191		1,728		5,919
	36,897		199,602		236,499		40,734		181,603		222,337

Private Capital:
AlerisLife (2)	1,382		—		1,382		1,264		97		1,361
Sonesta	2,223		—		2,223		2,126		515		2,641
RMR Residential	714		912		1,626		—		—		—


Other private entities	5,302		14,639		19,941		5,515		18,886		24,401
	9,621		15,551		25,172		8,905		19,498		28,403



Total revenues	$	46,518	$	215,153	$	261,671	$	49,639	$	201,101	$	250,740

(1)On May 15, 2023, BP acquired TA and TA terminated its management agreement with us.

Amounts Due From Related Parties

The following table presents amounts due from related parties as of the dates indicated:


	December 31, 2023						September 30, 2023
	Accounts		Reimbursable				Accounts		Reimbursable
	Receivable		Costs		Total		Receivable		Costs		Total
Perpetual Capital:
DHC	$	4,764	$	17,824	$	22,588	$	5,953	$	13,434	$	19,387
ILPT	3,658		6,024		9,682		4,597		5,869		10,466
OPI	6,565		50,114		56,679		7,427		51,912		59,339
SVC	5,402		8,728		14,130		5,528		8,423		13,951
Total Managed Equity REITs	20,389		82,690		103,079		23,505		79,638		103,143
SEVN	2,051		1,935		3,986		1,663		1,921		3,584

	22,440		84,625		107,065		25,168		81,559		106,727

Private Capital:
AlerisLife (1)	91		—		91		74		—		74
Sonesta	87		—		87		89		—		89

RMR Residential	6,999		—		6,999		—		—		—
Other private entities	2,860		5,891		8,751		4,634		7,060		11,694
	10,037		5,891		15,928		4,797		7,060		11,857

	$	32,477	$	90,516	$	122,993	$	29,965	$	88,619	$	118,584

Shareholders’ Equity (Tables)

3 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Schedule of Dividends Declared

During the three months ended December 31, 2023 and 2022, we declared and paid dividends on our Class A Common Shares and Class B-1 common stock, or Class B-1 Common Shares, as follows:


Declaration	Record	Paid	Distributions		Total
Date	Date	Date	Per Common Share		Distributions
Three Months Ended December 31, 2023
10/12/2023	10/23/2023	11/16/2023	$	0.40	$	6,684


			$	0.40	$	6,684
Three Months Ended December 31, 2022
10/13/2022	10/24/2022	11/17/2022	$	0.40	$	6,642


			$	0.40	$	6,642

These dividends were funded in part by distributions from RMR LLC to holders of its membership units as follows:


			Distributions Per		Total		RMR LLC		RMR LLC
Declaration	Record	Paid	RMR LLC		RMR LLC		Distributions		Distributions
Date	Date	Date	Membership Unit		Distributions		to RMR Inc.		to ABP Trust
Three Months Ended December 31, 2023
10/12/2023	10/23/2023	11/16/2023	$	0.32	$	10,148	$	5,348	$	4,800


			$	0.32	$	10,148	$	5,348	$	4,800
Three Months Ended December 31, 2022
10/13/2022	10/24/2022	11/17/2022	$	0.32	$	10,114	$	5,314	$	4,800


			$	0.32	$	10,114	$	5,314	$	4,800

Per Common Share Amounts (Tables)

3 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

The calculation of basic and diluted earnings per share for the three months ended December 31, 2023 and 2022, is as follows (amounts in thousands, except per share amounts):


	Three Months Ended December 31,
	2023		2022
Numerators:
Net income attributable to The RMR Group Inc.	$	6,997	$	6,337
Less: income attributable to unvested participating securities	(85)		(81)
Net income attributable to The RMR Group Inc. used in calculating basic EPS	6,912		6,256
Effect of dilutive securities:
Add back: income attributable to unvested participating securities	85		81

Add back: net income attributable to noncontrolling interest in The RMR Group LLC (1)	8,531		7,903
Add back: income tax expense	2,638		2,484
Less: income tax expense assuming redemption of noncontrolling interest’s Class A Units for Class A Common Shares (2)	(5,182)		(4,983)
Net income used in calculating diluted EPS	$	12,984	$	11,741

Denominators:
Common shares outstanding	16,711		16,605


Less: unvested participating securities and incremental impact of weighted average	(203)		(201)
Weighted average common shares outstanding - basic	16,508		16,404
Effect of dilutive securities:
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A Common Shares	15,000		15,000
Add: incremental unvested shares	4		9
Weighted average common shares outstanding - diluted	31,512		31,413

Net income attributable to The RMR Group Inc. per common share - basic	$	0.42	$	0.38
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.41	$	0.37

(1)Net loss attributable to noncontrolling interest in consolidated entity is not adjusted when calculating diluted earnings per share.

Net Income Attributable to RMR Inc. (Tables)

3 Months Ended

Dec. 31, 2023

Net Income Attributable to RMR Inc.

Schedule of Net Income Attributable to Parent

Net income attributable to RMR Inc. for the three months ended December 31, 2023 and 2022, is calculated as follows:


	Three Months Ended December 31,

	2023		2022
Income before income tax expense	$	18,164	$	16,724
RMR Inc. franchise tax expense and interest income	(132)		(74)


Net income before noncontrolling interest	18,032		16,650
Net income attributable to noncontrolling interest in The RMR Group LLC	(8,531)		(7,903)
Net income attributable to noncontrolling interest in consolidated entity	2		—
Net income attributable to RMR Inc. before income tax expense	9,503		8,747

Income tax expense attributable to RMR Inc.	(2,638)		(2,484)
RMR Inc. franchise tax expense and interest income	132		74
Net income attributable to RMR Inc.	$	6,997	$	6,337

Organization (Details)	3 Months Ended
Organization (Details)	Dec. 31, 2023 real_estate_investment_trust shares
Related Party Transaction [Line Items]
Number of managed trusts \| real_estate_investment_trust	4
RMR LLC
Related Party Transaction [Line Items]
Ownership percentage	52.70%
Class B Membership Units
Related Party Transaction [Line Items]
Membership units (in shares)	1,000,000
Class A Common Stock \| Class A Membership Units
Related Party Transaction [Line Items]
Membership units (in shares)	15,710,555
Capital Unit Redeemable Class A Units \| ABP Trust
Related Party Transaction [Line Items]
Membership units (in shares)	15,000,000
Capital Unit Redeemable Class A Units \| ABP Trust \| RMR LLC
Related Party Transaction [Line Items]
Ownership percentage	47.30%

Acquisition of MPC Partnership Holdings LLC - Narrative (Details) $ in Thousands		3 Months Ended
	Dec. 19, 2023 USD ($) ft² fund property numberOfUnit	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2023 USD ($)	Oct. 01, 2022 USD ($)
Business Acquisition [Line Items]
Contingent consideration liability		$ 14,547	$ 0
Goodwill		71,620		$ 1,859
Debt outstanding		$ 4,730		0
Property management fee percent based on the cost of construction		5.00%
Aggregate property management fees		$ 16,862	$ 16,597
Total noncontrolling interests		$ 183,668		$ 183,597
MPC Partnership Holdings LLC
Business Acquisition [Line Items]
Number of real estate properties \| property	66
Properties with no ownership interest \| property	14
Property management fee percent based on the cost of construction	5.00%
MPC Partnership Holdings LLC
Business Acquisition [Line Items]
Payments to acquire businesses, gross	$ 80,000
Transaction costs	4,200				$ 3,852
Goodwill	69,762
Mortgage note payable	4,726
MPC Partnership Holdings LLC \| Mortgages
Business Acquisition [Line Items]
Mortgage note payable	4,726
Debt outstanding	$ 5,429
Debt instrument, interest rate, stated percentage	3.71%
Debt, year one	$ 0
Debt, year two	8
Debt, year three	98
Debt, year four	102
Debt, after year four	$ 5,221
MPC Partnership Holdings LLC \| Building and improvements
Business Acquisition [Line Items]
Weighted average useful life	25 years
MPC Partnership Holdings LLC \| Acquired leases
Business Acquisition [Line Items]
Amortization period	2 years 10 months 24 days
MPC Partnership Holdings LLC \| Property management and investment management agreements
Business Acquisition [Line Items]
Weighted average useful life		5 years 7 months 6 days
MPC Partnership Holdings LLC \| Investor relationships
Business Acquisition [Line Items]
Weighted average useful life	5 years
MPC Partnership Holdings LLC \| 260 Woodstock Investor, LLC
Business Acquisition [Line Items]
Ownership percentage	90.00%
Number of residential units \| numberOfUnit	23
Area of real estate \| ft²	8,620
Total noncontrolling interests	$ 444
MPC Partnership Holdings LLC \| CARROLL Multifamily Venture VII, LP
Business Acquisition [Line Items]
Number of funds \| fund	4
Number of funds fully funded \| fund	3
Committed capital	$ 342,825
Unfunded commitment capital	$ 208,026
Minimum
Business Acquisition [Line Items]
Property management fee percent based on gross collected rents		2.50%
Minimum \| MPC Partnership Holdings LLC
Business Acquisition [Line Items]
Property management fee percent based on gross collected rents	2.50%
Aggregate property management fees	$ 100
Maximum
Business Acquisition [Line Items]
Property management fee percent based on gross collected rents		3.50%
Maximum \| MPC Partnership Holdings LLC
Business Acquisition [Line Items]
Property management fee percent based on gross collected rents	3.50%
Aggregate property management fees	$ 200
Maximum \| MPC Partnership Holdings LLC
Business Acquisition [Line Items]
Contingent consideration liability	$ 20,000

Acquisition of MPC Partnership Holdings LLC - Consideration (Details) - MPC Partnership Holdings LLC $ in Thousands	Dec. 19, 2023 USD ($)
Business Acquisition [Line Items]
Cash consideration paid by RMR LLC	$ 84,474
Earnout	14,547
Total consideration	$ 99,021

Acquisition of MPC Partnership Holdings LLC - Assets Acquired Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 19, 2023	Sep. 30, 2023
Liabilities assumed:
Goodwill	$ 71,620		$ 1,859
MPC Partnership Holdings LLC
Assets acquired:
Cash and cash equivalents		$ 5,703
Real estate		8,460
Due from related parties		6,788
Prepaid and other current assets		1,373
Intangible assets:
Total intangible assets		21,318
Total assets acquired		43,642
Liabilities assumed:
Mortgage note payable		4,726
Other liabilities		9,213
Total liabilities		13,939
Net identifiable assets acquired		29,703
Noncontrolling interests in consolidated entity		(444)
Goodwill		69,762
Total consideration		99,021
MPC Partnership Holdings LLC \| Mortgages
Liabilities assumed:
Mortgage note payable		4,726
MPC Partnership Holdings LLC \| Trademarks
Intangible assets:
Indefinite-Lived Assets		5,047
Property management and investment management agreements \| MPC Partnership Holdings LLC
Intangible assets:
Finite-Lived Assets		13,694
Investor relationships \| MPC Partnership Holdings LLC
Intangible assets:
Finite-Lived Assets		1,874
Acquired leases \| MPC Partnership Holdings LLC
Intangible assets:
Finite-Lived Assets		$ 703

Acquisition of MPC Partnership Holdings LLC - Allocation of Purchase Price (Details) - MPC Partnership Holdings LLC $ in Thousands	Dec. 19, 2023 USD ($)
Business Acquisition [Line Items]
Land	$ 1,400
Building and improvements	7,060
Total real estate and acquired leases	9,163
Acquired leases
Business Acquisition [Line Items]
Acquired leases	$ 703

Acquisition of MPC Partnership Holdings LLC - Pro Forma (Details) - MPC Partnership Holdings LLC - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 19, 2023	Oct. 01, 2022
Business Acquisition [Line Items]
Total revenues	$ 273,289	$ 269,069
Net income	9,998	11,804
Net income attributable to The RMR Group Inc.	$ 4,514	$ 7,249
Transaction costs			$ 4,200	$ 3,852

Revenue Recognition - Management Agreements with the Managed Equity REITs (Details) - Managed Equity REITs - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Management and Incentive Fees
Business management fees as a percentage of transferred real estate assets	0.50%
Business management fees as a percentage of average invested capital below the threshold limit	0.70%
Maximum threshold amount for calculating the business management fees	$ 250,000,000
Business management fees as a percentage of average invested capital above the threshold limit	0.50%
Minimum threshold amount for calculating the business management fees	$ 250,000,000
Business management fees as a percent of average market capitalization below the threshold limit	0.70%
Business management fees as a percent of average market capitalization above the threshold limit	0.50%
Aggregate base business management fees	$ 21,550,000	$ 21,373,000
Contingent incentive business management fee percentage	12.00%
Aggregate incentive business management fees			$ 0	$ 0

Revenue Recognition - Other Management Agreements (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Received termination fees from TA	$ 261,671	$ 250,740
Managed Operating Companies
Related Party Transaction [Line Items]
Business management fee percent based on management agreements	0.60%
Perpetual Capital
Related Party Transaction [Line Items]
Aggregate business management fees	$ 6,682	10,578
Received termination fees from TA	$ 236,499	$ 222,337

Revenue Recognition - Property Management Fees (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Property management fee percent based on the cost of construction	5.00%
Aggregate property management fees	$ 16,862	$ 16,597
Construction supervision fees	$ 5,271	$ 5,686
Minimum
Related Party Transaction [Line Items]
Property management fee percent based on gross collected rents	2.50%
Maximum
Related Party Transaction [Line Items]
Property management fee percent based on gross collected rents	3.50%

Revenue Recognition - Management Agreements with Advisory Clients (Details) - USD ($)	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Total revenues	$ 261,671,000	$ 250,740,000
Tremont Advisors
Related Party Transaction [Line Items]
Incentive fee percentage condition 1	20.00%
Incentive fee percentage condition 2	7.00%
Advisory services
Related Party Transaction [Line Items]
Total revenues	$ 1,125,000	1,091,000
Advisory services \| Tremont Advisors
Related Party Transaction [Line Items]
Business management fee percent based on management agreements	1.50%
Total revenues	$ 1,125,000	1,091,000
Incentive fees \| Tremont Advisors
Related Party Transaction [Line Items]
Total revenues	299,000	0
Management services
Related Party Transaction [Line Items]
Total revenues	$ 45,094,000	$ 48,548,000

Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023	Mar. 31, 2023
Schedule of Equity Method Investments [Line Items]
Equity method investment	$ 22,102		$ 18,651
Gain (loss) on equity method investments	4,049	$ (5,314)
Distributions from investments	598	427
SEVN
Schedule of Equity Method Investments [Line Items]
Gain (loss) on equity method investments	4,049	376
Distributions from investments	$ 598	427
TA
Schedule of Equity Method Investments [Line Items]
Gain (loss) on equity method investments		$ (5,690)
Tremont Reality Capital \| SEVN \| Related Party
Schedule of Equity Method Investments [Line Items]
Number of shares owned (in shares)	1,708,058
Ownership percentage	11.50%
Equity method investment	$ 22,102		$ 18,651
RMR LLC \| TA
Schedule of Equity Method Investments [Line Items]
Number of shares owned (in shares)				621,853
Ownership percentage				4.10%
Purchase price				$ 13,701

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 2,638	$ 2,484
Federal income tax expense	1,701	1,820
State income tax expense	$ 937	$ 664

Income Taxes - Reconciliation of Income Tax Rate (Details)	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income taxes computed at the federal statutory rate	21.00%	21.00%
State taxes, net of federal benefit	2.80%	3.10%
Permanent items	0.60%	0.70%
Net income attributable to noncontrolling interest	(9.90%)	(9.90%)
Total	14.50%	14.90%

Fair Value of Financial Instruments - Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Schedule of assets and liabilities measured at fair value
Earnout liability	$ 14,547		$ 0
Recurring basis
Schedule of assets and liabilities measured at fair value
Due from related parties related to share based payment awards	12,807	$ 10,695
Equity method investment in SEVN	22,102	18,651
Employer compensation liability related to share based payment awards	12,807	10,695
Earnout liability	14,547
Recurring basis \| Level 1
Schedule of assets and liabilities measured at fair value
Due from related parties related to share based payment awards	12,807	10,695
Equity method investment in SEVN	22,102	18,651
Employer compensation liability related to share based payment awards	12,807	10,695
Earnout liability	0
Recurring basis \| Level 2
Schedule of assets and liabilities measured at fair value
Due from related parties related to share based payment awards	0	0
Equity method investment in SEVN	0	0
Employer compensation liability related to share based payment awards	0	0
Earnout liability	0
Recurring basis \| Level 3
Schedule of assets and liabilities measured at fair value
Due from related parties related to share based payment awards	0	0
Equity method investment in SEVN	0	0
Employer compensation liability related to share based payment awards	0	$ 0
Earnout liability	$ 14,547

Fair Value of Financial Instruments - Valuation Techniques (Details) $ in Thousands	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability	$ 14,547	$ 0
Recurring basis
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability	$ 14,547
Recurring basis \| Capital deployment volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range	0.1500
Recurring basis \| Discount rates
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range	0.0580

Fair Value of Financial Instruments - Unobservable Inputs Reconciliation (Details) $ in Thousands	3 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0
Acquisition of MPC Partnership Holdings LLC	14,547
Ending balance	$ 14,547

Related Person Transactions - Narrative (Details) - Related Party - Adam D. Portnoy	Dec. 31, 2023
SEVN
Related Party Transaction [Line Items]
Ownership percentage (less than)	13.50%
DHC
Related Party Transaction [Line Items]
Ownership percentage (less than)	9.80%
ILPT
Related Party Transaction [Line Items]
Ownership percentage (less than)	5.00%
OPI
Related Party Transaction [Line Items]
Ownership percentage (less than)	5.00%
SVC
Related Party Transaction [Line Items]
Ownership percentage (less than)	5.00%
TA
Related Party Transaction [Line Items]
Ownership percentage (less than)	5.00%

Related Person Transactions - Revenues from Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Total revenues	$ 261,671	$ 250,740
Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	46,518	49,639
Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	215,153	201,101
Perpetual Capital
Related Party Transaction [Line Items]
Total revenues	236,499	222,337
Perpetual Capital \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	36,897	40,734
Perpetual Capital \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	199,602	181,603
Managed Equity REITs
Related Party Transaction [Line Items]
Total revenues	233,532	214,190
Managed Equity REITs \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	35,464	35,452
Managed Equity REITs \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	198,068	178,738
DHC
Related Party Transaction [Line Items]
Total revenues	51,537	58,328
DHC \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	6,321	6,456
DHC \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	45,216	51,872
ILPT
Related Party Transaction [Line Items]
Total revenues	19,717	19,756
ILPT \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	9,041	9,020
ILPT \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	10,676	10,736
OPI
Related Party Transaction [Line Items]
Total revenues	76,856	105,743
OPI \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	8,479	10,208
OPI \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	68,377	95,535
SVC
Related Party Transaction [Line Items]
Total revenues	85,422	30,363
SVC \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	11,623	9,768
SVC \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	73,799	20,595
SEVN
Related Party Transaction [Line Items]
Total revenues	2,967	2,228
SEVN \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	1,433	1,091
SEVN \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	1,534	1,137
TA
Related Party Transaction [Line Items]
Total revenues	0	5,919
TA \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	0	4,191
TA \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	0	1,728
Private Capital
Related Party Transaction [Line Items]
Total revenues	25,172	28,403
Private Capital \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	9,621	8,905
Private Capital \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	15,551	19,498
AlerisLife
Related Party Transaction [Line Items]
Total revenues	1,382	1,361
AlerisLife \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	1,382	1,264
AlerisLife \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	0	97
Sonesta
Related Party Transaction [Line Items]
Total revenues	2,223	2,641
Sonesta \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	2,223	2,126
Sonesta \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	0	515
RMR Residential
Related Party Transaction [Line Items]
Total revenues	1,626	0
RMR Residential \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	714	0
RMR Residential \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	912	0
Other private entities
Related Party Transaction [Line Items]
Total revenues	19,941	24,401
Other private entities \| Total management, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues	5,302	5,515
Other private entities \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues	$ 14,639	$ 18,886

Related Person Transactions - Amount Due from Related Parties (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023
Related Party Transaction [Line Items]
Accounts receivable	$ 32,477	$ 29,965
Reimbursable costs	90,516	88,619
Total	122,993	118,584
Perpetual Capital
Related Party Transaction [Line Items]
Accounts receivable	22,440	25,168
Reimbursable costs	84,625	81,559
Total	107,065	106,727
Managed Equity REITs
Related Party Transaction [Line Items]
Accounts receivable	20,389	23,505
Reimbursable costs	82,690	79,638
Total	103,079	103,143
DHC
Related Party Transaction [Line Items]
Accounts receivable	4,764	5,953
Reimbursable costs	17,824	13,434
Total	22,588	19,387
ILPT
Related Party Transaction [Line Items]
Accounts receivable	3,658	4,597
Reimbursable costs	6,024	5,869
Total	9,682	10,466
OPI
Related Party Transaction [Line Items]
Accounts receivable	6,565	7,427
Reimbursable costs	50,114	51,912
Total	56,679	59,339
SVC
Related Party Transaction [Line Items]
Accounts receivable	5,402	5,528
Reimbursable costs	8,728	8,423
Total	14,130	13,951
SEVN
Related Party Transaction [Line Items]
Accounts receivable	2,051	1,663
Reimbursable costs	1,935	1,921
Total	3,986	3,584
Private Capital
Related Party Transaction [Line Items]
Accounts receivable	10,037	4,797
Reimbursable costs	5,891	7,060
Total	15,928	11,857
AlerisLife
Related Party Transaction [Line Items]
Accounts receivable	91	74
Reimbursable costs	0	0
Total	91	74
Sonesta
Related Party Transaction [Line Items]
Accounts receivable	87	89
Reimbursable costs	0	0
Total	87	89
RMR Residential
Related Party Transaction [Line Items]
Accounts receivable	6,999	0
Reimbursable costs	0	0
Total	6,999	0
Other private entities
Related Party Transaction [Line Items]
Accounts receivable	2,860	4,634
Reimbursable costs	5,891	7,060
Total	$ 8,751	$ 11,694

Related Person Transactions - Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
ABP Trust and Managed REIT
Related Party Transaction [Line Items]
Lease expense, rental expense	$ 1,307	$ 1,433

Related Person Transactions - Tax Related Payments (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
RMR LLC
Related Party Transaction [Line Items]
Tax distributions	$ 4,560	$ 4,255
ABP Trust \| RMR LLC
Related Party Transaction [Line Items]
Tax distributions	$ 4,102	3,839
ABP Trust \| Up C Transaction
Related Party Transaction [Line Items]
Tax receivable agreement, percent of payment	85.00%
Liability related to tax receivable agreement	$ 23,229
Current portion of liability related to tax receivable agreement	2,343
ABP Trust and Managed REIT \| RMR LLC
Related Party Transaction [Line Items]
Tax distributions	$ 8,662	$ 8,094

Related Person Transactions - TA Merger (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Total revenues	$ 261,671	$ 250,740

Related Person Transactions - Separation Arrangements (Details) - USD ($) $ in Thousands			3 Months Ended
	Jan. 31, 2024	Nov. 15, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Separation costs			$ 3,544	$ 438
Jennifer Francis \| Retirement Agreement, Monthly Payment
Related Party Transaction [Line Items]
Related party transaction		$ 10
Jennifer Francis \| Subsequent Event \| Retirement Agreement, Cash Payment
Related Party Transaction [Line Items]
Related party transaction	$ 2,250
Former Nonexecutive Officer \| Related Party
Related Party Transaction [Line Items]
Cash severance costs			3,446	380
Equity severance costs			$ 98	$ 58

Shareholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands				3 Months Ended
	Jan. 11, 2024 USD ($) $ / shares shares	Nov. 16, 2023 USD ($)	Nov. 17, 2022 USD ($)	Dec. 31, 2023 USD ($) vesting_installment shares	Dec. 31, 2022 USD ($)
Class of Stock [Line Items]
General and administrative				$ 9,511	$ 9,163
Equity based compensation expense				$ 502	561
Unvested shares outstanding (in shares) \| shares				199,460
Vesting 2023
Class of Stock [Line Items]
Shares vesting (in shares) \| shares				71,620
Vesting 2024
Class of Stock [Line Items]
Shares vesting (in shares) \| shares				59,140
Vesting 2025
Class of Stock [Line Items]
Shares vesting (in shares) \| shares				44,760
Vesting 2026
Class of Stock [Line Items]
Shares vesting (in shares) \| shares				23,940
Class A Common Stock \| 2016 Omnibus Equity Plan
Class of Stock [Line Items]
Number of annual installments \| vesting_installment				5
Shares repurchased (in shares) \| shares				492
Shares repurchased during period				$ 12
Class A and B-1 common shares
Class of Stock [Line Items]
Value of dividends		$ 6,684	$ 6,642	6,684	6,642
Class A and B-1 common shares \| Subsequent Event
Class of Stock [Line Items]
Dividends declared (in usd per share) \| $ / shares	$ 0.40
Value of dividends	$ 6,683
Membership Units \| RMR LLC
Class of Stock [Line Items]
Value of dividends		10,148	10,114	10,148	10,114
Membership Units \| RMR LLC \| RMR, Inc
Class of Stock [Line Items]
Value of dividends		5,348	5,314	5,348	5,314
Membership Units \| RMR LLC \| ABP Trust
Class of Stock [Line Items]
Value of dividends		$ 4,800	$ 4,800	$ 4,800	$ 4,800
Membership Units \| Subsequent Event \| RMR LLC
Class of Stock [Line Items]
Shares owned (in shares) \| shares	16,708,723
Membership Units \| Subsequent Event \| RMR LLC
Class of Stock [Line Items]
Dividends declared (in usd per share) \| $ / shares	$ 0.32
Value of dividends	$ 10,147
Membership Units \| Subsequent Event \| RMR LLC \| RMR, Inc
Class of Stock [Line Items]
Value of dividends	5,347
Membership Units \| Subsequent Event \| RMR LLC \| ABP Trust
Class of Stock [Line Items]
Value of dividends	$ 4,800
Membership Units \| Subsequent Event \| ABP Trust \| RMR LLC
Class of Stock [Line Items]
Shares owned (in shares) \| shares	15,000,000

Shareholders’ Equity - Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Nov. 16, 2023	Nov. 17, 2022	Dec. 31, 2023	Dec. 31, 2022
Class A and B-1 common shares
Class of Stock [Line Items]
Dividends paid (in usd per share)	$ 0.40	$ 0.40	$ 0.40	$ 0.40
Value of dividends	$ 6,684	$ 6,642	$ 6,684	$ 6,642
RMR LLC \| Membership Units
Class of Stock [Line Items]
Dividends paid (in usd per share)	$ 0.32	$ 0.32	$ 0.32	$ 0.32
Value of dividends	$ 10,148	$ 10,114	$ 10,148	$ 10,114
RMR LLC \| RMR, Inc \| Membership Units
Class of Stock [Line Items]
Value of dividends	5,348	5,314	5,348	5,314
RMR LLC \| ABP Trust \| Membership Units
Class of Stock [Line Items]
Value of dividends	$ 4,800	$ 4,800	$ 4,800	$ 4,800

Per Common Share Amounts - Narrative (Details) - Class A Membership Units	3 Months Ended
	Dec. 31, 2023 shares
Class of Stock [Line Items]
Antidilutive securities (in shares)	15,000,000
Conversion ratio	1

Per Common Share Amounts - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerators:
Net income attributable to The RMR Group Inc.	$ 6,997	$ 6,337
Less: income attributable to unvested participating securities	(85)	(81)
Net income attributable to The RMR Group Inc. used in calculating basic EPS	6,912	6,256
Add back: income attributable to unvested participating securities	85	81
Add back: net income attributable to noncontrolling interest in The RMR Group LLC	8,531	7,903
Add back: income tax expense	2,638	2,484
Less: income tax expense assuming redemption of noncontrolling interest’s Class A units for Class A common shares	(5,182)	(4,983)
Net income used in calculating diluted EPS	$ 12,984	$ 11,741
Denominators:
Common shares outstanding (in shares)	16,711	16,605
Less: unvested participating securities and incremental impact of weighted average (in shares)	(203)	(201)
Weighted average common shares outstanding - basic (in shares)	16,508	16,404
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A common shares (in shares)	15,000	15,000
Add: Incremental unvested shares (in shares)	4	9
Weighted average common shares outstanding - diluted (in shares)	31,512	31,413
Net income attributable to The RMR Group Inc. per common share - basic (in dollars per share)	$ 0.42	$ 0.38
Net income attributable to The RMR Group Inc. per common share - diluted (in dollars per share)	$ 0.41	$ 0.37
Effective tax rate	28.50%	29.80%

Net Income Attributable to RMR Inc. (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net Income Attributable to RMR Inc.
Income before income tax expense	$ 18,164	$ 16,724
RMR Inc. franchise tax expense and interest income	(132)	(74)
Net income before noncontrolling interest	18,032	16,650
Net income attributable to noncontrolling interest in The RMR Group LLC	(8,531)	(7,903)
Net loss attributable to noncontrolling interest in consolidated entity	2	0
Net income attributable to RMR Inc. before income tax expense	9,503	8,747
Income tax expense attributable to RMR Inc.	(2,638)	(2,484)
RMR Inc. franchise tax expense and interest income	132	74
Net income attributable to The RMR Group Inc.	$ 6,997	$ 6,337